Little Moments: Director's Cut
by shadows59
Summary: The adventure isn't over just because the summer is. And as the pressure of life and heroing builds, Ben and Gwen start to count on each other more and more. Ben/Gwen.
1. Chapter 1: Home: Revised

Title: Little Moments

By: Shadows59

Summary: The adventure isn't over just because the summer is. And as the pressure of life and heroing builds, Ben and Gwen start to count on each other more and more.

Category: Ben/Gwen.

Rating: PG-13

Spoilers: Up to Secrets of the Omnitrix.

Disclaimer: Ben 10 is owned by Man of Action and Cartoon Network.

Notes: There is no Ken Tennyson. Gwen is an only child just like she is in every single episode except one. And I don't know why he is in that one. Also, I want to thank Firiette and Hapcelion for editing this.

Little Moments

Chapter One: Home, again.

August 1998

It was the last day of summer and they were almost home.

Finally.

Soon everything would be back to normal. Gwen watched as the forest turned into fields and then even they gave away to stores and homes. They were all the places she'd camped in, hiked through, or shopped at. It was so familiar that it hurt.

Familiar and safe. She'd lived in Bellwood all of her life and she'd never had to outrun explosions there, or fought. Really fought anyway, with guns and fists. She'd never felt green tendrils wrap themselves around her body or felt terror as they dragged her undergr-

For just a moment she forgot the worn comfort of the Rust Bucket and its lived-in stink that somehow seemed like home, even though it should have gagged her. Instead, she was back in the cramped darkness of the huge Wildvine's mouth, just as the last glimmer of light went away. She didn't scream. She remembered that she didn't. If she did, she wouldn't have been able to hear the heavy hammering noises at the top of the tunnel that she knew - she KNEW was Ben. She waited for him to rip away whatever was blocking the tunnel and jump in after her. It didn't matter how big the alien was; between the two of them it didn't stand a chance. She kept thinking that even as the hammering got quieter.

And then it stopped.

She'd never felt so helpless and alone, but she didn't panic. Not even as the wet stink of rotting plants choked her. Not then, anyway. She couldn't then.

Now... now she just wanted to curl up in a ball and cry or scream. She didn't. She couldn't. Not with Grandpa Max sitting in the driver's seat next to her. She and Ben had been back from space for three days, but Grandpa still looked exhausted. He was so looked so tired and he didn't even know that they...

That she...

That she almost...

Gwen felt her eyes burn and she closed them before any of the tears could slip free. She leaned her head against the window so she could listen to the purr of the Rust Bucket's engine and the sound of the wind instead of the hammering of her heart. The noise helped a little. Being next to her Grandpa helped more. It always did.

Almost always.

She didn't even have to try to remember the look on his face when they got back. His grin was the first thing she saw when the airlock opened and she laughed as he scooped them up in his arms. Grandpa hugged her until it hurt and she didn't care. Neither did Ben. For once he didn't complain or try to squirm away from the hug. He just stood there and hugged back. It almost seemed like Grandpa was going for a new hugging record - not that she was going to complain - when he set them down.

His smile melted away before her feet even touched the ground, and she all the new worry lines that marred his face. Wrinkles she knew she'd made.

He wasn't angry. He never even raised his voice. It would have been so much easier if he had. Instead he stayed calm and reasonable as he used phrases like: 'I can't believe you were so irresponsible,' 'I spent hours looking for you,' and – worst of all – 'I expected better from you.'

Gwen stood there and didn't say a word. She wanted to tell him that she'd left a note, but she knew that Grandpa would have just said that she should have told him to his face. He'd say it even though he had to know that she couldn't. That she knew that if she did, he might have said no and she couldn't risk it.

Not when the Doofus needed her.

She could have said that. She knew that her Grandpa knew that it was true - he'd spent almost as much time over the summer trying to watch Ben's back as she had - but she didn't. She didn't because he didn't say anything she hadn't been thinking since she sneaked aboard Tetrax's ship. It was such a relief to hear someone else say the actual words that she stayed quiet.

But Ben didn't. She expected Ben to gloat like he always did when she got in trouble, so when she saw her cousin open his mouth she already knew exactly what he was going to say. She knew and she was ready to start screaming right back at him.

Except he didn't. Ben didn't gloat or dance around. He didn't even look at her. Instead he tried to stand up for her. Not that it helped, he barely got two words out before Grandpa sent him to the Rust Bucket for his trouble.

But before that, Grandpa had said the worst thing of all to them. "Something could have happened to you."

Ben glanced at her for just a moment, just long enough for her to see the guilt and worry in his eyes, before he turned and stomped into the Rust Bucket. She didn't panic once when any of it happened, but somehow that look...

That was when she had her first full sensory flashback - the thorns at her arms, the air more choking that the vines that surrounded her, and the crushing feeling as the air and light went away.

She was only ten and she almost…

Grandpa watched them both, his own face going pale, and waited for one of them to say something. He was still waiting, because neither said a word about what had happened to her in Azmuth's laboratory.

And she never would, if she could help it.

In just a bit, it wouldn't matter anyway. It would just be a crazy memory that would fade away as everything went back to normal. Tonight she'd sleep in her own bed instead of a cramped bunk, in her own room where a certain cousin couldn't step on her or kick her in the middle of the night when he had to go to the bathroom.

Normal. She knew that if she opened her eyes she'd see normal people as they walked down normal streets during their normal days.

No more aliens, no more monsters. By Monday the only spelling she would have to do would be in English class. In just a few more minutes everything…

"Gwen?" Max said, his voice was little more than a whisper.

Gwen opened her eyes and held her breath, terrified that she'd let out a whimper, or a cry, or done something to scare her Grandfather. "Yeah, Grandpa?"

If she did, he didn't say a word about it. Instead, he said, "I know it wasn't how you planned to spend the summer, Gwen-"

Gwen almost laughed at the words. She couldn't have imagined this summer, any of it, much less planned for it. No, she planned to spend her summer at Learning Camp. She remembered the months she spent mooning over the camp's brochures; at pictures of telescopes, microscopes and a computer lab fancy enough that she actually drooled, which was all cool, but so not the best thing. No, the best thing was that there was the smallest chance that she wouldn't be called a know-it-all or teacher's pet there just because she liked studying and could follow directions. And after that she'd planned for all the hiking and shopping and reading she could stand in between trips to the movies and beach. That's how she was going to spend this summer, not...

Grandpa must have seen something in her face, because his brow furrowed as lines surrounded his eyes and the corners of his mouth got deeper, "-but I hope that you've enjoyed these last few months."

She looked at the lines on his face, remembering his smile when he told her about the trip months ago. After she'd already planned out so many things to do that she made color-coded charts just to keep track of it all. Her parents had watched her do it, they'd even helped her with her charts, only to dump this trip on her just a week before school ended.

She'd been dying to go to the Learning Camp ...

Not that she wouldn't have loved to spend some of her summer with her Grandpa. She'd scheduled in a whole week in July, and a few weekends besides, but he wasn't the problem. No, the problem was lying down in the back of the Rust Bucket.

Ben couldn't not be a brat for a holiday dinner, how could they expect her to put up with him for three months?

Twelve weeks.

Eighty-four days.

The sheer horror of just how many minutes of HER life she would have to endure in Ben's presence made her want to curl up into a ball and cry. It didn't matter how jealous she'd been last summer when she heard about the month that he'd spent driving around with Grandpa, she was ready to say no.

She was ready to say it every time she saw Grandpa for the last year. She was ready each time she heard him talking to her parents about this summer - about him and Ben being gone for three whole months this time - but he never said a word about it to her. Which was fine. It left her plenty of time to plan out her own summer. She did it to the hour just to make sure that she'd have the best break ever. One that was amazing enough to make Ben beyond jealous when he heard about it.

She was all set to say no. And then Grandpa showed up with just seconds to spare and her 'yes' came out as an excited - and embarrassing - squeal.

That excitement lasted right until the annoying little freak jumped into the Rust Bucket. Three whole months...

The old upholstery on the driver's seat rustled as Grandpa Max shifted. She didn't have to look at him to know how sad he must have looked when she didn't answer. She squirmed in her seat as she tried to think of something to say. She squirmed and felt the one thing she hadn't packed away dig into her leg. Her hand went down and she felt the solid shape of the small leather book in her Capri's pocket. It was as if the book wanted to remind her that it was still there.

Charmcaster's spellbook.

If she hadn't come on this stupid vacation, she never would have seen the thing. She would have spent the summer with her nose buried in a science book or a computer manual until even she was bored. She never would have changed the world with just a word and a thought...

She never would have floated in space; never would have flown between the stars; never would have seen an alien world...

Never got grabbed by whatever gooey alien was chasing her equally gooey cousin that week…

Never saved lives…

Never fought…

Never hurt people for real…

Never felt good about it afterwards...

Never wanted to be sick after she realized how good it felt…

Her fingers traced the outline of the book again as she stared out the window. She could roll down the window and throw the book away. If she did - if she did, she could pretend that this summer never happened. She could pretend that the last three months were as dull as her father thought they would be.

It would be so easy. Except...

She glanced over at her Grandpa. She knew that this summer should have changed how she saw him. Before, she just saw the man who always had some candy for her, who always made time to listen to her, and who was the only one who always made it to her tournaments and recitals. Now she knew that he was a soldier, that he was almost the first man on the moon and that he was the first man to stand on an alien world. She found out he had risked his life so many times to protect everyone and never said a word about it to anyone.

This summer should have changed everything. It didn't. He was her hero before the trip, and he still was. She just never knew how big of a hero he was and it was worth all the craziness in the world to her to find out. "Thank you, Grandpa. It was a great trip."

"You're welcome, honey," he said, and his face glowed at her words. Then the glow faded as he looked over at her. "About before…" she froze, and her grin faded as she waited for him to lecture her again. "About what you did. I just want to say I'm very proud of you."

Gwen just stared.

Grandpa looked at her and some of the lines eased. "You should have told me, but… but I know why you didn't. I wasn't angry that you went. I was angry that I didn't."

"Grandpa," she said, her voice catching.

"I know Tetrax was right, I couldn't have gone anywhere near Incarcecon without having half the world after us, but I should have done more."

"We were fine Grandpa. We handled it."

He never had to know that they almost didn't.

"I know you did," Grandpa said as he glanced at her again and grinned. "I just wanted... I hope you know how proud I am of you. And how much I love you, both of you."

Gwen couldn't find the words, so she just got up, wrapped her Grandfather in a hug and kissed his cheek.

Grandpa Max smiled at her and pulled her into a one-armed hug. "Ben's lucky that he has you looking out for him."

"Wish he would act like it," Gwen said with a frown. He never said a word about her knocking him away from the Wildvine. She didn't plan on it grabbing her instead, but she didn't regret it. She wouldn't have, even if...

It would have been worth it.

And she wasn't waiting for him to say thanks either. She knew better, but she wanted something. Sure, she remembered how happy Ben had been to see her when her and Gluto finally figured out how to get back to the surface and found him in trouble. Again. How he'd run up to her and given her a hug that had surpassed Grandpa's best, but since they'd gotten back to Earth he would barely look at her, much less talk to her.

And when he did, he didn't say anything important. If she had to listen to him go on about his stupid video games or all the cool places they didn't get to see and all the bad guy butt they didn't get to kick one more time she'd scream. She didn't know what she wanted, but she wanted something. Something more than him acting like nothing even happened.

Like she didn't even matter.

But that's all she got for two whole days, even when Grandpa wasn't there and he could have said something. That's all she got until last night, when Gluto didn't reform so they could save each other. It was just her, all alone in the dark and screaming as the vines kept getting tighter. She spent what felt like forever trapped there before she finally made herself wake up.

And almost started shrieking because she could still feel something squeezing her. She didn't know that it was the Doofus, that he'd climbed into the bunk with her and he was hugging her as hard as he could, until she heard his voice whispering in her ear.

As he begged her to wake up and promised that everything was okay.

Or he did until she jerked away from him with her heart still hammering in her ears. He didn't say a word after that. Not even when she buried her face in his shoulder so he couldn't see the tears that were burning in her eyes, or when Grandpa woke them both up for breakfast. He hadn't done anything more than grunt to anyone all day, which was fine with her.

She just wished that he'd been like that for the whole trip.

A trip, she realized, that was almost over, she realized was finally over as she looked out the window and saw a familiar street. They were five minutes from Ben's house, maybe ten. "I better go get him."

"Yeah," Grandpa Max said, his voice thick as he stared out the window. Then his smile came back, just a little. "Make sure he'd packed all of his socks, will you? Last year he left a pair stuck inside the bunk and I tore the Rust Bucket apart twice thinking a skunk had snuck in."

"Ew!" Gwen said with a shudder. She could so believe it. She'd found the nasty things scattered everywhere over the summer - even under her pillow once and THAT got a scream out of her that brought Grandpa running - and she couldn't imagine how bad one would smell if it had a chance to stew. "I'm not touching them. Not even with the tongs."

Grandpa smiled a little and shook his head. "Just make sure he packed them."

Her hand went to the book in her pocket. "Maybe there's a jinx in here that would give him a normal nose, just so he can find out how gross he is."

"Go easy on him, Gwen."

Her only response was a flash of teeth as she turned and hurried back to the sleeping compartment.

Not that Ben played along. For once he wasn't asleep or even playing his stupid video games. He was just lying on his bunk and staring at the blank ceiling above him. She watched his right hand as it brushed against the Omnitrix on his left arm. He didn't try to activate the alien device, his fingers just traced the dial on the front. It was like he just wanted to feel it, to remember that it was there.

Her hand went back to the book in her pocket as his eyes met hers.

She'd learned so much about her Grandfather over the trip, but that was nothing compared to what she had discovered about the boy lying in front of her. Like how he was at least TWICE as pig-headed as she thought.

And that he was probably the bravest person she'd ever met.

But mostly the pig-headed thing. "Well, you're dressed at least." She allowed with a grumble as she glared at his feet and shuddered. She couldn't believe that he lying in his bunk with his shoes on. Again. The things were nasty even before the summer even started, but after all the goop they'd stepped in...

She shifted in her brand new sneakers - her tenth pair of new sneakers - but he'd kept his no matter how gross they got. If he wanted to wipe them over his blankets that was his problem, or it should have been, but he must have stomped the nasty things all over HER bed as he pulled himself back up to his. "Ben!"

He saw her glaring at his shoes and she waited for him to make some lame excuse or just laugh like he usually did. Instead he just grunted as his eyes went back to the ceiling. Last day, last day, she repeated to herself as her eyes went to her poor bunk.

And went saucer wide when she saw the mess of clothes and comics that he'd dumped on it. She'd heard him going through his stuff after she'd packed up hers, but - "I thought you - You're supposed to be packed up! We're almost back to your house! Haven't you done anything?"

Not that he paid any attention. She had to shout his name two more times before he finally shrugged and said, "It'll only take a second," as he ran his fingers over the watch again.

"Yeah? Well, I hope you're not expecting me or Grandpa to clean this up!" she shouted and shoved a pile of his junk off of her bed.

The clatter of his junk hitting the floor finally got his attention. He rolled out of his bunk and dropped to the floor with a thump in front of her as he snapped, "I'll get it!"

"Sure you will! That's what you always say! I'm so glad that I'll be done with your pigsty soon!"

Gwen almost thought she saw him wince, but the boy just snorted, "Hey, I'm just counting the seconds," as he crossed his arms.

"Well, so am I!"

"I've been counting since I saw you in the Rust Bucket!"

"I've been counting since Grandpa told me about the trip!"

Ben blinked at that. Probably because she'd been told but they'd let her presence be a surprise for him. Not that he let it stop him for long. He took one stomping step towards her and snarled, "I've been counting since you ruined my birthday!"

Gwen huffed at that and took a step forward herself. "I've been counting since YOU ruined MY birthday!" she said and jabbed her finger into his chest. She stood there and glared at him, their noses just inches apart, as she waited to see if he'd dare to say anything else.

She saw his mouth move and...

And they both spun away. Gwen heard the springs of her bunk squeak in protest and more of his garbage hit the floor behind her as she stormed off. He was in her bunk. It must have been too much work for the jerk to climb back up to his own. She gritted her teeth and shouted, "Doofus!" as she stomped back to the front of the RV.

"Dweeb!"

The insult rang in her ears as she collapsed into the passenger seat. She hugged her arms to herself as she crossed her legs and kicked her foot back and forth so fast that it was a blur.

"I heard that went as well as ever," Grandpa Max said and there was an edge of laughter in his words for the first time in days.

Gwen didn't say a word. She just blew her bangs out of her face and tried to figure out what was so funny about the freak being a jerk.

The rest of the ride passed in silence and, all too soon, they were home. Well, Ben's home anyway.

Gwen's foot didn't even touch the dirt before her mom had her swept up in a hug. "Where have you been, honey? We've been waiting here for hours!"

Gwen's stomach tightened. "We're right on time, Mom." She glanced over her mother's shoulder. Her dad was standing just a few paces away, already in line for the next hug, while Uncle Carl and Aunt Sandra stood back by the porch.

Uncle Carl had his arms crossed and didn't say a word while Aunt Sandra had way too big of a smile plastered on her face. "Oh, your mother's just exaggerating again." Gwen would have winced even if her mother's hug hadn't become a squeeze. "We've had a lovely visit. Isn't that right, Frank?"

"Yeah, it's been great catching up with my brother," her father said, his tone as mild as ever even as he grinned at Gwen while her uncle scowled and her aunt brushed her short blond hair back with a hand.

"You must have had so much fun," her mother said as her hug tightened to just shy of crushing before she finally pulled just far enough back to look Gwen over. She tilted her head just a bit to the side and stared. "You look… you look older."

"It's only been three months, Mom," Gwen said as she wiggled out of her mother's vice-like grip and made herself roll her eyes even though...

Sometimes - sometimes after a big fight she just stared at herself in the mirror and thought...

"You know that Gwen was born old, Lili," His father said with a grin as the sun glinted off of his glasses.

Gwen didn't have to make her eyes roll for that. It was almost a reflex now after all the times her father made that joke. So was the happy little squeak she made as he picked her up and spun her around. "How was it, Honey?"

"Good, except for the little freak," she said as soon as her feet were back on the ground.

"Be nice," her mom scolded even as her lips twitched.

Aunt Sandra glared at the two of them. "Where is my Benny?" She took a step forward. "Is he okay?"

"He's fine, Sandra," Grandpa said as he came around the R.V. "They just had a little fight this morning."

"Ben and Gwen?" Uncle Carl said as he tried to sound surprised.

Her father slipped in with a, "Thunderdome," and they both grinned.

Grandpa Max raised his hands. "They got along just fine, Frank." Ben chose that moment to come hop out of the Rust Bucket and it took every bit of the self-control she had to not yell at him again when he bumped into her. "There, see? All limbs accounted for."

They were until Aunt Sandra nearly knocked Gwen and her mother down in her rush to get to her son. Gwen saw her mom scowl, but for once she didn't say a word. Not when watching Ben try to squirm out of his mother's hug was so much more fun. Especially when his face went tomato red as he whispered, "Mom!"

The only thing that spoiled it was the fact that he refused to look at her. And what was the fun of smirking if he didn't see it?

"Ben!" Aunt Sandra said in the exact same tone before she laughed before she looked her son over. And her eyes settled on the Omnitrix a moment before Ben could hide it behind his back. "What's this?"

And Gwen felt her stomach drop. The only thing she'd been dreading was not telling her parents, but Grandpa Max was right; none of their parents would handle the whole 'alien superhero device' thing well. Or 'kick-butt sorceress.'

"A watch," Grandpa Max said and he almost managed to sound as if the watch was the most normal thing ever. "He picked it up when we first headed out."

Aunt Sandra looked at the complicated band on Ben's wrist with more than a little worry. "It looks expensive…"

"Dad," Uncle Carl said, stepping up to take a look. "We told you not to spoil him."

"It wasn't all that much, a friend helped me pick it out." Grandpa Max looked so calm that even Gwen almost believed him. She couldn't help staring him, or feeling just a bit jealous. "Besides, can't a Grandfather spoil his grandkids these days?"

"Maybe you should go put it up in your room, Ben."

"He's had it on all summer, Carl."

"Yeah, dad. And look, not a scratch." Ben's words tripped over each other as they came out.

Ben's parents looked at each other for a moment, before his mother finally shrugged. "As long as you take care of it."

Gwen saw Ben grin as she let out a little relieved sigh while Grandpa Max's face stayed exactly the same. She tried to give Ben a little wave, but he still refused to look at her. It was probably for the best. Especially when the words 'alien superhero watch' were still rattling around in her head. If he met her eyes...

"And what did you get, Gwen?" her mother asked.

Gwen's heart froze. Her mind raced even as she watched her mother's eyes narrow. Grandpa Max had got plenty of things for her, clothes and books, but they were all packed up. And none of it was as nice as the Omni…

"Grandpa got me a really cool book," she said and pulled the spellbook out of her pocket. Gwen took a deep breath as her mother took it from her hands and started flipping through it. "We found it in a pawn shop down in New Orleans. Grandpa thinks it's a hundred years old…" She tried to stop talking, but the words just kept coming.

"It's beautiful, honey," her mother said over her as she admired the elegant script and ignored the words. She closed the book and ran her hand across the cover, probably to make sure it was real leather, before she handed it back. "Take good care of it. It's something you'll treasure for years."

"Would you guys like some lunch? Frank? Grandpa?" Uncle Carl asked as Gwen put the book away and felt so much better when it was in its pocket. "We could whip something up, or we could order a pizza? I'm sure the kids have lots of stories to tell."

Stories? Gwen felt a thousand butterflies hatch in her stomach. They had so many and they couldn't tell any of them. Not really. Even on the rare days where they didn't have to be heroes - she'd have to check her diary, but she was sure that there were two or three - the Omnitrix and the spellbook were still there, making sure that even the normal days weren't. She knew that Grandpa could leave out the weird stuff, he had plenty of practice, but she didn't know if she could.

Or if she even wanted to.

Her father saved the day with a shake of his head. "Sorry, Carl. You know how bad traffic is, and I'm sure Gwen can't wait to see her room again."

"And get out of these clothes." Gwen nodded a little too much as she brushed at her blue blouse. "It feels like I've been wearing the same thing forever. Sorry, Grandpa. Maybe we can have pizza..." the word 'tonight' froze in her throat. There wasn't going to be any more 'tonight's.' Or disgusting food for her and Ben to complain about dinner. She'd eat ordinary food when she got home and she wouldn't see either of them...

She felt her Grandpa's arms around her before she could finish the thought. "Don't be a stranger, Gwen," Grandpa said into the top of her head as he pulled her close. "I want to hear all about your first day at school."

"I won't, Grandpa." She buried her face into his Hawaiian shirt and sniffed. "I'll come and visit you every week and tell you everything. I promise."

"I'll hold you to that."

After several long heartbeats she forced herself to let him go. She wiped at her eyes and looked around the yard. A yard that was suddenly missing one person.

"Ben's gone inside," Aunt Sandra said as she gave the house a half-hearten wave. She only met Gwen's eyes for a second before she shrugged and for the first time that morning looked embarrassed. "I think he had to... Well, I'm sure that he'll be back down in a few minutes if you want to-"

"We have to get going," Gwen's mother said in a clipped tone to cut her off. Gwen watched as her father nodded and reached into the open side door of the Rust Bucket for the suitcases that she'd left neatly lined up and waiting at the top of the step.

"Maybe -" Gwen started to say as she glanced up at Ben's house, at the window she was sure was his bathroom, but she felt her mom's arm go around her shoulders and she let herself get led to their car.

"You did have a good time, right Gwen?" her father a minute later as he got in and started the engine.

"I guess so." She turned around in her seat and stared out the back window for as long as she could. She saw Grandpa waving at them - and her aunt and uncle - but Ben never came back outside. She waved back just as the car turned the corner and they were all gone.

It was over. After three months, summer was over. And she didn't...

"Good," her mom said. "Did you see anything interesting?"

And just like that, the butterflies were back.

* * *

The butterflies didn't go away until she finally went to bed. Gwen imagined them asleep somewhere and she wished that she could join them. Instead, she laid there and watched her alarm clock make its slow journey to two o'clock. Her eyes ached with exhaustion, but nothing she tried helped her sleep.

Not even reading. Her new textbooks were waiting for her on her desk, but she gave up after she read the same page from her computer text three times and she still didn't remember any of it. She put down her spellbook even faster. The faded text seemed to dance in front of her eyes before she finally shoved it into her nightstand and turned off the light.

And stared at the ceiling for a solid hour.

There were so many things about her house that she'd forgotten. It smelled so clean that it made her nose tingle. There wasn't any stink of gas – from the Rust Bucket or Ben – and no aroma of fresh octopus or meal worms. There was just nothing with a hint of lemon.

And the bed was way too big. She had room to roll over. She had room to roll over three or four times. She felt lost in all of it. She didn't have the wall to snuggle against anymore. Maybe - maybe in the morning she would talk her dad into helping her rearrange her room a little.

Those things were annoying, but that wasn't what was keeping her up. No. It was just too quiet. There was no hum from the air conditioner or the odd creaks that the Rust Bucket would make all night long. Not that those were the sounds she was missing. She wished they were.

No, she missed the sound of Ben's… Not snoring. Not exactly.

It had been so annoying at first. Grandpa's was so much easier to ignore even though it got a lot louder. Ben's… itched at her. She'd nearly smothered him with his own pillow after the first few nights. Thank God that they'd gotten earplugs…

Earplugs that she'd forgotten about by the third week.

And now, every time she'd almost fallen asleep she realized that it was missing and she woke back up with her heart pounding. It wouldn't settle down, not even after she remembered he wasn't in the bunk above her any more.

Gwen rolled over and screamed into her pillow in frustration.

"Great, just great. Tomorrow I'll have to download chainsaws just so I can get some sleep." She muttered the words just to keep the silence from getting to her.

She thought it did when she heard a soft trilling sound fill the room. Then she remembered her cell phone. Her stomach dropped at the sound. Her parents got it for her for the summer and the only people she could imagine using it now were either Ben or Grandpa.

"Please be okay," she whimpered as she imagined Vilgax attacking Ben's home, or the Rust Bucket. And if it wasn't Vilgax, it could be any of the dozens of other bad guys that they'd stopped over the summer. Like the Forever King, who probably wanted revenge for the way that they kicked his butt just a couple of weeks ago at Mount Rushmore.

As if that wasn't bad enough, she also had visions of what would happen to her if her parents caught her on the phone this early in the morning. Getting grounded the weekend before school started would be so unfair and she knew they wouldn't give her a break just because it was her first night home.

The sheets tangled around her legs as she rushed to get out of bed, nearly sending her sprawling out onto the floor. Some of her luck must have still been with her, because she somehow managed to catch herself and get to the phone before its fifth ring.

She barely glanced at the number before she stabbed down on the talk button. "Ben, is everything all right? What's…?"

"Dweeb." The phone went dead almost before the word ended.

Gwen's jaw dropped as she stared at the phone in her hand. Then she jumped into her bed and snuggled back under the covers. She dialed one on her speed-dial before she buried the phone between her head and the pillow, grinning with anticipation.

He didn't answer for the first dozen rings, and when the phone went to voice mail she hung up and dialed again. She was willing to wait all night if she had to, or at least until his parents caught him, which would be even better. He wasn't supposed to be on the phone any more than she was.

"Doofus!" She giggled when he finally answered and hung up before he could say a word.

She set the phone on her nightstand, sure he wouldn't call again but ready just in case he did, and settled on to the edge of her bed to finally get some sleep.


	2. Chapter 2: Consequences: Revised

Chapter 2: Consequences

Author's notes: I just want to thank Firiette and Hapcelion for proofreading this. Any mistakes are all mine.

October, 1998

Gwen stared at her biology text-book and tried to study.

She did. She really did. Her eyes ran over the paragraphs and pictures and every few seconds she glanced over at her notebook to double-check what she'd written, but she couldn't focus on any of it. Not even with the multicolored highlights that she'd covered her notes with just to get her attention; red for the things that she needed to check again, orange for the things she was sure that the people she tutored would have trouble with, and green for things she knew that she knew. It made her writing look a bit like a Christmas tree, but she didn't mind. It was neat and organized and it made things so much easier for her when she had a test to prepare for.

Like now.

She tapped her pencil on the desk and tried to get into the biology of plants for the fifth time. It was almost fun during class when they were cutting samples up to look at under the microscope. Almost. She usually loved that bit, the chance to look at the world in a completely different way.

To see things that she'd never seen before.

The pencil tapped a little faster as she managed to get halfway through the line before her eyes drifted away. Her desk was in front of the window just so she could look outside when she got stressed. She always thought that she had the best view in the house even though the only thing she could see were the rose bushes in her back yard and the woods that stretched out behind the fence.

It was always fun to watch, but it was beautiful now; with the bushes blooming with bright yellow roses as the trees changed color. Fall was always her favorite season.

She didn't even glance up. Instead her eyes went to her nightstand.

"No, Gwen," she whispered to herself as she tightened her grip on the pencil until it creaked between her fingers. It almost hurt to look down again. "The main parts of a flower are the stigma..." she read out loud to herself for the first time in years. She read out the entire first paragraph and then the next. Each word came a little bit quicker than the last until they were rushing out of her mouth. Once she actually heard herself she stopped so fast that she almost bit the tip of her tongue as she buried her face in her hands and moaned, "I sound like Ben trying to get out of doing the dishes."

It didn't make any sense. She loved science and they were doing real science. Finally. It wasn't like it was English or PE. The only thing she liked more were her computer classes. Last year she would have...

Last year. Last year her science classes seemed exciting. Now...

Now she was out of her chair and hurrying over to her nightstand before she even realized what she was doing. She felt guilty every step of the way, right up until she actually touched the little brass knob on the drawer and pulled it open. Last year the stuff she learned in science was the most amazing things she'd ever seen.

Now it didn't even compare. She reached inside for the ancient spell book that was waiting inside and she felt...

The moment she touched the smooth leather she felt...

She didn't know how she felt. The only thing that even came close was her first karate class. It was almost two years ago and still remembered just how sore and stiff she'd been when it was over. She'd hurt so much that her mom had to help her into the car like she was a baby. Worse than that was the whole gross factor as sweat actually dripped off of her. Even thinking about it made her glance around to make sure that no one could see how disgusting she'd been. She should have hated it. She should have quit. Her mother was certain she would. There were a pair of ballet shoes waiting for her on the passenger seat when her mom came to pick her up, but...

But she grinned all the way home even as she tried and failed to find a way to sit that didn't hurt. Then she spent the next two days just babbling about the class to anyone who would listen as she counted the seconds until the next one.

And that feeling didn't even compare to how she felt when she touched the spell book. How she felt every time she touched the book. She didn't even think about going back to her desk after she picked it up. She just got on her bed and crawled to the middle of it before she sat down on top of the cross-legged and set the book on her calves.

The half-faded words called to her as she flipped through the book. She mouthed along with the spells she knew even though she was careful not to actually say them. There were a thousand things she missed from the summer, but the biggest was the privacy. If she found a cool spell, all she had to do was ask Grandpa to find somewhere quiet so she could try it out.

Which was so not an option now. Not while the only place she had to practice was her bedroom. It didn't matter how much she wanted to, she couldn't hide the noise the magic would make. Or the damage. Not just from when the spells went right, but from when they went all explody on her. It didn't matter when they were in the middle of nowhere, but she finally got her room the way she liked it and she wasn't about to mess it up.

Or give her mother an excuse to sneak something pink back into it.

She flipped though all the spells she'd done and remembered the rush of them all. She been amazing even if it was just for a month. She'd have that even if she could never cast a spell again. It wasn't like the Doofus needed her to save his butt anymore anyway, so she put the book away a week after she got home.

The adventure was over and she had homework.

The book stayed put away for almost a month. Until one night when she wanted to remember what it was like to... She went through all her usual spells in an hour before she started going through the rest. There were whole sections in the book that she never even had a chance to even think about. Things that were too complicated to do on the road or in a fight. Things that either worked or didn't without the drama.

Like the spot she'd marked off weeks ago with a small, round stone that was about the size of a silver dollar which used to be a bit of Mount Rushmore. She didn't know which President it came from, but it was just perfect for what she needed. She polished the stone until it felt as smooth as glass under her fingertips. Smooth except for the lines that she'd so carefully carved into it over the last three weeks.

So carefully, but not carefully enough. The band-aid around her left index finger hid the cut, even if it did still hurt sometimes. Not that a little cut was going to stop her from making her first charm.

From being a charmcaster.

Gwen couldn't wait to see the silver-haired girl's face when she found out about the name stealing.

The six lines she carved into the gray stone looked almost random to her, but they matched one of the runes in her book perfectly. It looked so simple, but once she finished it the charm would glow like the sun when she wanted it to. Or anyone else, invoking the charm was so easy even her cousin could use it. Not that she would let him. There were so many times that she wished she had something like that over the summer. Especially when Ben was hogging the flashlight.

Just the thought of her cousin made her itch as she looked down at the book again. The quiet in her bedroom felt so wrong as she double-checked the last spell she needed to finish the charm. She kept waiting for the Doofus to sneak up and scream in her ear, or throw something at her just to make her mess up, or list off all 65 episodes of Kangaroo Commando and their plots at the top of his voice again. He'd spent a whole day doing just that after she 'picked up' the spell book as he danced around just out of her reach. He was so lucky she didn't know any spells back then. If she had...

He knew it, too, which was why that annoying little grin of his never left his face. The only time he quieted down and acted human was when she started to say the words. Then he always went so still even as his eyes became two huge green saucers as he watched her. She knew he was just waiting for her to mess something up, but still...

After all the times he'd shown off with that stupid watch of his, she finally had a chance to impress him. She was finally the special one again.

She finished re-reading the book and wished that he...

She squeezed down on the rock in her hand for a moment before she brought it up and opened up her palm. "Shinne die luminis," she said in a whisper that seemed to echo off the walls. The magic surged around her hand in a blue aura that always left her skin tingling.

"Shinne die luminis," Her voice was louder as she repeated the words. She watched as the energy wrapped itself around the rock and made it dance in her hand just before it lifted the stone free entirely. The soon-to-be charm floated just above her palm and spun as little sparks of power danced between it and her skin. They should have hurt, but she just wanted to laugh.

"Shinne die luminis." she said for the third time. She watched as the blue energy soaked into the ancient stone and flowed into the lines she'd carved until they pulsed with their own light and kept glowing even as the words faded away.

She'd done it.

"I am beyond good, Doofus!" Gwen laughed as she watched the stone float there in her magic. She wanted to pluck it out of the air and test it, but she knew she didn't have to. She could almost feel the magic in the rock waiting for her to invoke it. "I'm so far beyond good that - "

The words vanished in a surprised squeal as the rock exploded in a flash of blue light and bits of gravel bounced off of her skin. She heard them clatter against her walls like a brief second's rain before her room was quiet.

Quiet except for her quick breaths as she stared at the air where her charm was just a second ago. It shouldn't have... Everything she read said that charms didn't do that and she didn't...

And she didn't even know what she did wrong.

That's what really hurt. She blinked away the dust so she could stare at the book again even though she'd been so sure...

Unless she mispronounced a word. Or something was wrong with her carving. Or -

She could have Doofus-ed it up in so many different ways. She could almost hear him laughing at her and she just wished -

There was a whole notebook she'd filled up with questions that she wished she could show someone. No one else learned magic by reading a stolen book and trying to say the words until something happened, she was sure of that. For all she knew, none of the spells she cast even worked right. She might have just gotten lucky so many times and thought that she'd done a good job or... or the magic felt sorry for her. She didn't understand any of it and she just wanted SOMEONE she could -

"Gwen?"

Gwen knew that names had power and hearing hers right then proved it. She thought her heart was racing after the spell exploded in her face, but that was nothing compared to how it was hammering now. It only went faster when she turned around on her bedspread and saw her mother peaking in through her bedroom door. "Mom?" Gwen whispered through a dry mouth as she clutched the spell book to her chest. Her bedroom door didn't have a lock. It never had one, and she never even thought about asking for one.

She was thinking about it now.

For just a moment, she was sure that the secret was out. She'd thought it right up until she saw her mother's face. She'd imagined telling her parents about the magic a thousand different times, and she'd imagined a thousand different reactions.

Worried never came up. Not even once.

Her mom's eyes were full of worry now as she slipped through the door and closed it behind her. "Gwen, is everything okay?"

Gwen was so relieved that she nodded a dozen times before she finally got her mouth to move. "Yeah, Mom, I was just - "

"Studying?"

"Yeah," Gwen said as she hugged the spell book to herself. Whatever relief she felt shrank away with each step the woman took towards Gwen's desk. "I just needed a bit of a break." The words came out as small as her excuse as she watched her mom stop and look down at the textbook.

Which was still on the first page of the chapter. She never even turned the page. She'd been trying to study for an hour and she never even managed to turn the page.

She couldn't hear her mother sigh, but Gwen knew that she did just from the way her mother's shoulders moved. It would have been easier to hear the sigh. "You're taking a break a little early today, aren't you?"

Gwen's shoulder's slumped and she pulled herself to the edge of the bed with one hand while she tried to hide the spell book against her chest with the other. "I know. I just needed a couple of seconds to clear my - "

"Gwen, stop," her mother said and Gwen froze. Froze and then shrank a little as her mother turned and stared at her. Stared and ran her hand through her hair. It was a move that Gwen had watched her mother make so many times when a clerk misplaced something or the lines at the bank were too long. It was intimidating enough on its own, but her mother's red hair made it so much worse. It was only a few shades darker than Gwen's, but somehow it always looked more like fire than Gwen's ever did. She waited for her mother to say something - anything - but she just stood there.

Stood there and thought. Her mother always had storm-cloud blue eyes, but Gwen swore that she saw lightning in them now.

Finally her mother moved and Gwen almost grinned with relief. Almost. Her half-smile became an open stare as her mom came over and sat down on the very edge of Gwen's bed. Ben's turning into aliens was almost normal compared to that. Her mother brushed at the wrinkles in her skirt, or where the wrinkles would be if there ever were any - the clothes wouldn't dare - before she opened her mouth. Gwen braced herself for a lecture, but instead she heard, "What's going on, Honey?"

"Nothing!" Gwen said, her voice almost a squeak, as she sat up straight and waved her free hand over at her desk. "I just - "

"Gwendolyn Rose Tennyson," her mother cut her off with a shake of her head and the lie died in Gwen's mouth. Full names were bad enough, but all three? She never got all three names. She looked down at her knees, but she could still feel her mother's eyes on her. "What's going on?"

"I just..." Gwen said as she clutched a little tighter at the spell book. "I just needed a break."

"You've needed a lot of breaks lately." There wasn't any anger in the woman's voice, but Gwen didn't really think there would be. Her mother didn't get angry often. There was disappointment, though, and that was so much worse.

Gwen tried to meet her mother's eyes. Instead she just whispered, "I know."

Her mother didn't say anything, but she did reach over. Gwen almost bolted when she touched the spell book and she clutched it to her chest for another second before she let her mother take it. Her mother didn't open it this time, she just ran her hands over the cover. This time she heard her mother sigh, and it wasn't any better. "I know you miss your Grandpa, Honey."

Gwen didn't say a word. There wasn't a point because it was so obviously true. Even if her parents were blind, they'd still hear her on the phone with him every few days. She'd hoped to spend some time with him in the last few months, but he was always gone on the weekends. A part of her always worried, despite her Grandpa saying he was just seeing friends, but the rest of her...

She never thought she'd miss the Rust Bucket so much.

"Max always had a way with presents, even if he..." her mother started, but she cut herself off before she finished the thought. Her smile faded just a little as she held the book out and it was all Gwen could do to not snatch it back. "And I know that school isn't anywhere near as exciting as your summer was, Honey. So does your father. It's okay that you feel that way. I would, too, in your shoes - "

Gwen tried to say something to that. Then she tried just as hard not to say anything. For just a second Gwen tried to imagine her mother on the summer trip. She would have given Ben a dozen lectures before they were out of the city, but beyond that everything would have been fine right up until the Omnitrix fell from the sky. After that, Gwen's mind just went blank.

If her mom noticed the look that Gwen was sure her face made, she didn't show any sign. "- but you've moped ever since you got back and it has to stop."

"Am not."

"You've been home for an hour, Gwen, and you've barely touched your homework. Last year - "

"Mom," Gwen whispered.

Her mother kept going even as she somehow managed to sound more disappointed, "Last year you would have been half way done by now, if you weren't still at school tutoring or working in your clubs."

"None were meeting today," Gwen said. It was true, but it sounded so much like an excuse, even to her. "And no one signed up for help."

Lili kept watching her, but Gwen didn't know why. "And no one came over, either. You used to have friends over all the time, Pumpkin. I used to think that Marci-"

Gwen's stomach twisted until it hurt just from hearing the name. For just a moment she remembered a squeal of laughter and a flash of blond hair as she chased the girl around her bed and tried to grab a little blue book back from her. "Marci and I haven't hung out in years, Mom."

Her mother's face twisted for a second at the interruption, but only for a second before she reached up to brush some loose hair from Gwen's face. "She misses you, Gwen. Andi tells me that every time I see her."

Gwen backed away from her mother's hand and swallowed hard. "She doesn't. She so doesn't."

"I think her mother knows..." Lili started before she caught herself. "You have to hang out with more people than just your Grandpa, Gwen. Max is wonderful, but he has his own life and you need friends your own age."

Gwen wanted to say something. She really did, but the words wouldn't come out. So she nodded and said the two words she was sure her mother wanted to hear. "Okay, Mom."

"Gwen - " Her mother started before she closed her eyes and nodded. "I just... I don't like seeing you like this, Honey. Or that you're blowing off your school work after all the hard work that we've - that you have put into it."

"I'm not," Gwen said. She tried for firm, but it sounded dangerously close to a whine even to her. "I'll get it all done. I promise."

Her mother nodded and leaned over to kiss her on the forehead. "Okay. Call if you need anything, Honey. If you get all of your work done by dinner, maybe we'll watch a movie tonight."

"My pick?"

"I suppose." Her mother made a show of rolling her eyes, but her lips turned up a little. "If you get everything done. I'll see you in a bit?"

Gwen nodded and started to get up as her mother went back to the door. She was half way to the desk when she stopped and listened as her father's quiet voice came up from downstairs. He never spoke up, but somehow his voice filled the house. Or his laugh did, anyway. She grinned just from hearing it even as she wiped her hands off on her pants. "Who's Dad talking to?"

Her mother stopped at the door as her back went so straight that it had to hurt, but she didn't say a word. She stayed quiet for so long that Gwen started running through the list of people in her head that her mother didn't want to talk to but her father had to deal with. Deal with and laugh. It wasn't that long a list. Gwen lips started to move so she could ask what Uncle Carl wanted when her mom answered, "Your cousin is on the phone."

"Ben?"

Her mother's face scrunched up even as she nodded. "He wanted to talk to you, that's why I came up. Don't worry about it. I'll tell him you're bus - Gwen?!"

Gwen barely heard her mother shout in surprise as she slipped by the woman, her heart echoed in her ears as she raced down the stairs. The Doofus was on the phone. She hadn't heard a word from him since the night she got home. If he was calling her now...

If he was risking her mom answering the phone just to talk to her...

She was sure that the end of the world would be noisy, but she didn't hear anything outside. She took the steps three at a time and her feet still weren't as fast as her imagination. Each step came with a new and bigger worry, and her fingers were white around the spell book when she finally bounced down the last step and raced across the living room to her father, who was standing just inside the kitchen with the phone to his ear. He was already grinning when she came running over, but it only got wider when he saw her. He brushed his fingers against his glasses, but he didn't hand over the phone.

"No. No, I never tasted anything that made your grandfather's food taste good. You don't have to save some to prove it, Ben, I remember what cafeteria food tasted like." Gwen tugged on his arm and gave her father her best sad puppy-dog look, but he still didn't hand over the phone. Instead his green eyes - eyes that almost matched hers, but were just a bit too dark - sparkled as he watched her. At least they did until Ben said something that made him wince. "Oh, your mom made it? I'm so sorry. Get your father to slip you some lunch money then. He was always a soft touch when we were growing up." Gwen was just getting ready to scream when he winked at her. "I'll talk to you later, Ben. Here's your cousin."

Gwen didn't wait. She just yanked the phone out of her father's hand even as he let out another chuckle. A thousand questions ran through her head and she couldn't ask any of them. Not with her father standing right there. Not when she could hear her mom coming down the stairs. She couldn't even take it back up to her room. Her parents both had cellphones, but the house phone was something from the dark ages. She glared at the curly white cord that she was sure was the last of its kind on the planet with all the venom she could manage as her mind raced.

Why didn't they have any code words? They had the whole summer, they could have made up an awesome code.

"Ben?" She finally asked the only safe question she could think of as she strained her ears to listen. She felt a little better when she didn't hear anything blowing up through the phone. She could just make out the sound of kids talking, but no one was screaming. That was always a good sign. Almost, anyway. Unless Ben saw someone following him or -

Everyone else was calm, but Ben's voice was a panicked and annoyed rush, "Gwen? Finally! Where were you?! I called your phone, but..."

"Mom and dad turned it off after I got back," she said as she glared at her father, who didn't even have the grace to look guilty. He just shook his head and kept smiling even as he mouthed the word 'no.' She'd spent a night fighting to keep it just in case something like this happened - not that she could tell them that - but they wouldn't budge. The only concession she got was that she could have one if she paid for one herself, which wasn't going to happen. Not on her allowance. She thought about charging the people she tutored, but - but they needed her help. How could she? "They said I didn't..."

"Whatever," he cut her off and the next few words came out in a blur, "I'm in big trouble. Can I meet you somewhere?"

None of the questions mattered after that. Gwen grabbed for the kitchen bar and nodded even though he couldn't see her, "Yeah, I can. Is Grandpa going to…"

"No time. This is urgent."

"How are you going to get here? You can't exactly ride your bike here. Is your mom…?" Gwen closed her eyes at the thought. She loved her mother and her aunt, but world ending bad stuff better be coming. That was the only thing worth the risk of throwing the two women in the same room together without warning.

"No." She could almost hear Ben wince at the thought on the other end of the phone. "XLR8. So where?"

Her stomach clenched. If he was going alien after Grandpa made him promise... And it meant that he couldn't come to her house. A big blue dinosaur would be hard to explain even if the bad guys weren't after Ben. If they were -

Thankfully, he must have realized that, too. She guessed that the Doofus wasn't quite as dumb as she thought. So, home was out. And so was any businesses. They needed someplace private... Somewhere private enough, but where no one would notice them, which meant... She turned her back on her parents and lowered her voice as much as she could. "There's a park about half a mile down the road from my house. We can meet there."

"Good, good. I'll see you in five minutes."

"Okay. I'll be in front of…" She stopped and tried to think of a landmark. She brought her free hand up to her eyes as she tried to remember what the place looked like. She'd been there so many times, but she'd never had to hide in it before. Why didn't he ever give her a chance to get ready? If she just had a couple of minutes she could get her laptop and look up a map of the park and... Did they need her laptop? Should she call Grandpa? Was he even back from Aunt Vera's yet?

"Don't worry, I'll find you." And with that the line went dead.

It took every bit of willpower that Gwen had not to run out the door right then and there. She could already hear the clock counting down in her head, but she had rules to follow. She turned to her parents and tried to look as annoyed as she should after she talked to her cousin instead of half-freaked. "Mom, Dad, Ben's over at the mall with some of his friends and he needs some help picking out a present for Uncle Carl's birthday. Can I...?"

"No," her mother sniffed as she crossed her arms. "No. I know that Sandra doesn't care if her son is running all over town on a school night, but you have homework. Call him back and..."

"Mom!" Gwen shouted even though she was already thinking. She could slip out her window if she had to. Then it was one magic disk ride to the ground and... and she was so dead if she got caught. Not that it mattered. Not if it was hero time. "Please!"

"We just talked about this, Gwendolyn." She was wrong. Her mom could sound angry. "You've slacked off enough, and I'm not going to let you..."

"Go on, Honey," her father said. His voice was just as quiet as her mother's, but he always said he spoke that way just so his clients and the judges would pay attention. It must work, because it always got Gwen's. "And make sure he gets a good one this time. Your uncle has enough of Ben's old video games to last a while."

He smiled, but her mother didn't join in. Instead the lightning was back as she glared. "Frank!"

"They spent all summer together, Lili," her father said. His voice was as calm as her mother's was upset. "I think that half of this is because she misses him."

Gwen felt her mouth drop as she dug her toes into the carpet. "Miss BEN?" She wanted to laugh, but the thought was so wrong that she couldn't even start. She could roll her eyes, though, and that almost made up for it. "BEN? So don't. I just owe the little freak a favor."

"I'm sure," her father said even as his grin got bigger. He was ENJOYING this? She knew that he loved teasing her, but still - There were LIMITS.

Like REALITY.

Her mother shook her head and tried to keep glaring, but her lips were twitching, too, now as she kept glancing at Gwen. "He's at the mall?"

"The bookstore," Gwen said. She didn't know why and she kicked herself as soon as the words left her mouth.

"Ben's in a bookstore?" her dad asked. His eyes always looked bigger through the lenses of his glasses, but now they looked almost owl like. He shook his head in amazement. "Are you sure he'll be able to last until you get there?"

Gwen shook her head even as the lie got bigger. "He's not that bad anymore..." He was so much worse. The last time Grandpa took them to a bookstore he managed to knock over three whole displays through his spazziness and got them all kicked out. She never even got a chance to get comfortable.

"Which means he might last ten minutes then?" her mom added as her scowl finally started to go away.

"Which means I have to hurry."

Gwen crossed her fingers and almost cheered when her mother nodded. Gwen knew that she'd never said no to a bookstore. "The second you get back you start your homework." Her face fell just a little, but she still added, "And no movie tonight."

"Okay. Sorry, Mom. Thank you," Gwen gave them both hurried kisses on the cheek before she dashed out the door. Her eyes scanned the sky for any sign of space ships or flying monsters or Santa Claus even as she clutched at her spell book. God only knew what kind of trouble Ben had gotten himself into, but she would be ready.

As ready as she could be anyway. She really wished he'd said what was going on. What if she left something that they needed?

It usually took her three or four minutes to make it to the park, but she made it in two, and she only stopped at the entrance because she had to look around, not because it felt like someone was stabbing her in the side. Or because she needed to actually breathe. She'd forgotten how big the place was. It always seemed so small when her family came to watch the fireworks. Even though it was the middle of the week there were still plenty of people there. Most of them were jogging. She only winced a little as she followed after them and tried to find somewhere to hide a big blue dinosaur.

Which ended up being a place that was almost in the middle of the park. The huge oak tree that was growing there blocked most of the view, and the smaller trees and bushes around it made it seem almost private. She ducked into it just as she felt a burst of wind race by her.

And then the black and white suited dinosaur was crouching under the tree and it didn't seem anywhere near as odd as it should. "What's going on? What do I need to do? Where's the bad guys?" Gwen asked in a rush as she ran up to him and yanked the spell book out of her pocket for a last second review.

"Bad guys?" The face mask pulled back with a click to reveal the scaly blue face underneath it. XLR8 looked as far from human as possible while still having just two eyes. Alien except for his eyes. Somehow, despite all the changes the Omnitrix made, every alien form still had Ben's eyes. Well, at least as long as the alien had eyes. Gwen always wondered why. Just like she wondered why the green orbs looked so confused. "What bad guys?"

"What - ?" Gwen's mouth worked for a second as she waved her hands at him. "I thought you were in trouble! You said you were in trouble!"

"I am!" Ben shouted back as he grabbed at the backpack that was hanging by one strap over his left shoulder and tossed it down to the ground. He knelt and fumbled with the zipper with XLR8's left hand. It took a lot longer for the alien form's three fingers to catch because of the claws, but he finally managed to get the bag open. He dug around inside as he said, "I have a major math test tomorrow, and I'm going to be in so much trouble if I don't..."

"Math…" Gwen cut him off as she stared, and then she glared. And then she smacked him on the back of his head.

"Hey!" XLR8 shouted in surprise as he jumped back. His hand went to his head while he glared at her. "What's that for?"

"A math test?!" Gwen hissed as she massaged the back of her hand. The next time she hit him it definitely wouldn't be in a spot protected by a helmet. Or as dense as his head. "I lied to my parents because you said you were in trouble!"

"I am in trouble! If I don't get an A tomorrow I'm dead!"

"How," she said, and took a deep, cleansing breath. If she beat him up, her parents were sure to find out that she lied. "How can you be dead if you don't get an A? We've only been back at school for two months. Not even a Doofus like you can be failing already."

"Well," XLR8 began when the Omnitrix started beeping and a second later Ben was standing before her. Two whole months had passed and he hadn't changed at all. Literally. He was still wearing the same green khaki's and white and black shirt he'd been wearing the last time she'd seen him, even if the shirt was half hidden under a green windbreaker. It was so sad. The only way it would have been sadder was if she...

She'd meant to change. She had so many outfits, but... But her white pants and blue shirt were the most comfortable things she owned. That was the only reason she was still...

She shook her head and glared down at her outfit. Great. He found another way to annoy her. He reached into his book bag again and pulled out his math book. "I sorta got a bunch of 100's on my last few homework assignments and - "

"What?" Gwen couldn't help blinking at that. Or smiling at the news. "Congratula…." She started to say when she saw his eyes dropped from hers. "What did you do?"

"I didn't cheat."

"I never said you did."

"You were thinking it."

"Was not."

"Was so."

"Was…" Gwen caught herself. She was so thinking it. "You hate math. The only way you'd get a bunch of 100's would be…" Her next words were a hiss that would have done Vilgax proud. "Benjamin Tennyson! Wait until I tell Grandpa!"

"Hey!" Ben raised his hands and shook his head even as he glanced around. "Let's not go running to Grandpa for every little thing."

"You turned into Grey Matter to do your homework! After Grandpa told you not to use the Omnitrix in town! What if Vilgax detected it? Or anyone else? Do you have any idea how many people you put in danger?"

"I didn't!" He seemed to think that was all he needed to say, because he didn't say another word.

He was so wrong. "You didn't think? Yeah. Real newsflash there."

"I didn't put anyone in danger, all right?" Ben stopped at that like that was all he needed to say. She glared at him until he knew better. "Grandpa and I have been taking road trips to a Plumber base in the mountains on the weekends since we got back to try to figure out a way to keep this thing," he said and gently smacked the green and white watch on his wrist, "from telling everyone in the solar system that I just used it. It took a while, but I'm just awesome enough to do it." He grinned, but the glare washed that away, too. "He had me turn into Grey Matter so I could look over some Plumber stuff to make sure and we were taking a break and I kinda, sorta glanced over at my homework and all the answers just popped up in my head. That and a rant about how useless fractions are. Besides, it's not like I really cheated. I AM the little guy!"

Gwen buried her face in her hands, leaned back against the tree and slowly slid to the ground. She should be annoyed. She knew that. And she was. She so was. They'd been taking road trips without her? Without even asking if she wanted to go? Again? She'd thought...

"Well, I am!" Ben said, misunderstanding her silence. Another not surprise. "And who needs fractions anyway? We have calculators now!"

"We can't use calculators yet. We're supposed to learn to do it the right way first," Gwen said from between her fingers as she pushed the hurt away and concentrated on the important thing. That her cousin was a world-class Doofus. "And you can't be Grey Matter in class."

"Yeah," Ben said with a sigh as he dropped down into the grass next to her. "Which is why I need to ace tomorrow's test. Or else Ms. Drake's going to be all, 'cheater this, detention that.'"

"Which you are. Why should I help you?"

"Because we're family?" Ben asked with what he must have thought was a charming smile.

"I have my own homework to do, you know."

He waved that excuse away like it was the smell of millipedes being roasted. "Please, you had it all finished before you left school."

She should have been. She thought about staring at the text-book again and felt another wave of guilt as she realized that she was just as lazy as he was, not that Ben had to know that. "Well, I still have to review."

"Fine," Ben sighed and thought. "Because I'm a hero and now I know?"

"Swing and a miss."

He looked at her and his face fell. "BecauseI'lloweyouone?"

She grinned at him and nudged his leg with the toe of her sneaker. "What was that?"

Ben's eyes rolled. "Because I'll owe you one."

"Really?" She brushed her hair back and stretched out her legs so she could wiggle her feet in front of him. "You know, my toenails could really use painting…"

Ben's face turned red as he glared at her. She could almost hear his teeth grinding together as he bit out the words, "So you'll help?"

She gave him the loudest sigh she could managed as she tucked her feet back under her. "Oh. I suppose."

Ben shoved his book into her outstretched hand as he gave her a too wide smile. "Thank you so much."

"Yeah, yeah," Gwen said as she set the book down on her lap. The moment her hands were free she turned and smacked him on the arm. "Cheater."

Ben was always a sympathy hog - she still remembered the sad show he'd put on when he had a cold just so Grandpa would feel sorry for him,and the look on his face when Grandpa made him cold medicine. The one look which made having to listen to all his moaning worthwhile and hilarious, or it was until he got her sick, too. Unlike him, she didn't need to pretend. She earned her sympathy - but the gasp he made overdid it even for him. "Oh, I barely touched…" She turned to glare at him, and spent half of a second trying to figure out how he managed to make himself go pale before she started to feel sick again. "Ben, are you okay?"

"Yeah, you just took me by surprise is all," Ben said as he forced himself to smile even as he rubbed the spot she'd just hit. "Now, about that test…"

"What's wrong?" she asked as her eyes narrowed to slits as she really looked at him. She'd been so exc - worried about being a hero again that she hadn't really noticed anything but his lucky shirt. Now she noticed everything. Like the green windbreaker he was wearing. "Why are you even wearing a jacket? It's not that cold out yet."

And if she didn't think it was cold, he really didn't think it was cold. That was argument #318 on the trip: who got to control the air conditioner. And if he wasn't cold, then the only reason he'd put the jacket on was so... "What are you hiding?"

He started to sputter as he looked for words, but she didn't bother to wait for an answer, or even for the question to finish leaving her lips before she grabbed for his sleeve.

"Nothing!" Ben shouted as he shoved her hands away. "Can't we just study?"

"If it's nothing why won't you let me see?" Gwen asked as she shoved the book out of the way and grabbed for the jacket again. She kept waiting for him to use his right hand, but he didn't. Instead he slapped at her with his left. He was just quick enough - and the Omnitrix stung just enough when it smacked her - to stay away from her hands as he tried to wiggle away from her. He was almost out of reach when the words, "You owe me!" tumbled out of her mouth and they both froze.

Froze and stared at each other. Ben in surprise and Gwen in dismay. She hadn't meant to say it. She'd been looking forward to making him paint her toenails. Sure, he'd do a horrible job, but the look on his face at just agreeing to do it was so delectable that she knew that his expression when he actually did it would have been something she'd have cherished for a lifetime. She even knew what shade of pink she was going to make him use. It was the brightest pink she had. She hated the color, but it was going to look so funny on his hands when he made a mess. And she knew he'd make a mess. It was a once in a lifetime chance and - "And I can't believe I'm saying this, I so can't believe it, but if you want me to save your butt I want to see what's wrong with your arm."

Ben stopped and stared at her. She could see the gears of his brain creaking as he tried to figure out if it was a trick. "That's it?"

Gwen sighed as she brushed her hand over her sneakers, but she nodded. "That's it."

He stared at her as his brow creased and his mouth tightened into a line. Finally he nodded and started pulling up his sleeve. "I was riding my bike home from school last week when I saw this guy grab an old lady's purse. I changed into Wildmutt and you should have heard him scream when he saw me coming at him. Dude was fast, too. He ran into an alley and went up a fire escape. I was jumping on to a dumpster so I could get pounce on him when the Omnitrix timed out. Dumpsters are harder than they look." He laughed as he said that like he thought it was a joke.

Gwen barely heard him. At first she concentrated on the way he winced as he pulled the sleeve up, but then she saw the bruise start. It was a sick yellow just above his elbow and turned into a mix of purples the further up her got. She'd seen some horrible bruises before from karate. It was a kind of ritual to show them off before class, and she'd had some that were hideous but she was so proud of. She'd never seen anything like this. By the time he had the jacket pulled up to his shoulder she couldn't hear anything over the pounding of her heart. Halfway between his shoulder and his elbow there was almost a line of dark purple. Her hand shook as she reached out and brushed her fingers against it, but she heard him hiss in pain and she yanked her hand back like touching it hurt her.

"It's getting better. I've put ice on it and everything. You should have seen it a couple of days ago." Ben rambled into the silence. "Besides, it barely hurts anymore. At least as long as no one goes around poking it, anyway." He gave her a sharp look as he started to pull the sleeve back down, but she caught his hand in hers.

"You could have broken your arm! You probably did break it!" She said and glared at him until he let his hand drop. Then she reached down and ran her fingers over the bruise again. He still gasped, but this time she didn't pull away as she traced the mark. It felt so hot under her fingertips...

"It's fine." He brushed her hand away and made a show of flexing his arm. He winced a few times, but everything did seem to work. "It'll take more than some old dumpster to stop this hero."

Gwen just shook her head. "Why didn't Grandpa take you to the emergency room, Hero?"

"Hey, look a math book. You love math, right? Plenty of math in here."

Her hands went to her mouth. "You didn't tell Grandpa?"

He gave her a shrug. A one shoulder shrug where he was very careful not to move the other and still he winced with pain. "It's no big."

"Of course it's big! Its way big! Its bigger than Way Big!" She nearly bit her tongue as she fought down the shout she felt building up. The last thing they needed was for someone to come over there and see what she was screaming about. She took a few deep breaths to calm down even though it only made her stomach hurt more. "Why didn't you tell Grandpa? Does he even know you're going hero again?"

"Of course he - " Ben said as he fidgeted and yanked the sleeve back down. Like he was smart enough to trick her. He might as well have had a big neon sign with the word liar on it over his head, it was so obvious. He knew it, too. She could tell by the way he exhaled. "I didn't want to bug him."

"You didn't... What's wrong with you? You need someone to watch your back!"

"I didn't during the summer."

Gwen glared at him even though it felt like he'd just slapped her. "We were always there, Ben. Maybe not right at the moment you got yourself into trouble, but we were right behind you."

Ben either saw the glare or maybe he heard the hurt in her voice – or he was only half the insensitive clod she thought he was - and he realized what he had just said, because his eyes went right to the grass. "Yeah, I know. But who am I going to tell? Grandpa's gone to visit Aunt Vera and I can't say a word about the watch to anyone else. No matter how cool it would make me at school."

Gwen wanted to hit him again. She wanted to so badly. If she could have reached his good arm she might have done it. "What about me? You know, Lucky Girl?"

"What about you?" The words should have hurt, but they didn't. He sounded more clueless than anything. "We aren't exactly roomies any more, or even neighbors."

"So? You managed to get here tonight, didn't you?"

"Yeah, but…"

"Either you take me with you when you feel heroey, or…" She closed her eyes and took a deep breath. She didn't want to have to say what she was about to say, it would get them all into so much trouble, but all she could see was the mess of bruises his arm had turned into.

No, what she saw was so much worse than any bruise. She'd imagined it so many times during the summer in the middle of the night after a big fight, but she always managed to ignore it because they never got hurt. Not really. Even when she almost... She didn't get hurt. Not like this. She knew that the bruise shouldn't seem worse than that, but it did and she couldn't just... "Or I'll tell my mom and dad."

"You wouldn't."

"Would too."

"Please." He snorted at her as he shook his head. "We'd both be grounded for the next fifty years if our parents knew what we did over the summer."

"Maybe we should be." Her hand drifted back to his arm even though he covered it up. She didn't know why she had to keep touching it. Maybe that was the only way it seemed real, or maybe she needed the reminder as much as he did. "We did a lot of stupid things over the summer."

His face flushed an angry red as he smacked her hand away. "What? How could you... We helped people!"

"I know we did," she said as she took his hand to keep him from storming off. "But this isn't a game, Ben."

He stopped and grinned. Somehow he actually grinned. "It is to me."

"Ben..."

"Besides, can you imagine what they'll do to Grandpa if they knew?"

"We probably wouldn't see him again until we were eighteen." Gwen's heart broke as she said the words. Eight years. She couldn't imagine not seeing Grandpa Max again for eight years. She was only ten, and she couldn't imagine not seeing him again for what was basically her whole life. She couldn't imagine dealing with her parents alone for that long. She'd just talked to him on Monday and now that she really thought about it, she couldn't remember if she'd told him she loved him. She couldn't imagine him gone, but she couldn't stop either. Grandpa Max wouldn't want her to. "But he wouldn't want you getting hurt any more than I do."

"Well – I'll tell them about your magic book…" His green eyes were on fire as he yanked his hand free and pushed himself to his feet. "Lucky Girl."

Her's burned right back as she jumped up. She felt her hands tighten even as she saw him make his into fists. "Do it and I'll…" She tried to think of something horrible enough to threaten him with. Maybe brains of a toad. No, with Ben that would be an improvement.

The last time they'd fought – really fought, not just traded insults - they'd been seven. She couldn't remember what the fight was about, she just remembered screaming and crying and both of them needing tons of band-aids when the fight was over. She'd heard her father say it was like pulling two cats apart. It was the last time they'd spent any time together except for a few minutes during Christmas break until the last summer.

And that was without magic or the Omnitrix. Now…

For just a second she imagined them fighting now with everything they learned. They'd trained together so many times, but they'd never really...

Her only thought was that it would be so cool to watch.

But if she knew that if they did, or if she let him storm off now it wouldn't be years before she saw him again. It would be never because he'd go out and get himself hurt. Or worse.

She couldn't even think the real words behind the 'and worse.' And she knew that if she wasn't ready to even name it, then there was no way she could face it happening. In a flash she saw Grandpa Max – she knew it would be Grandpa Max, not her parents or Ben's – as he knelt down in front of her and...

And he'd have the look on his face that she'd only seen once before. She didn't remember how old she was, but it was before she started school - it might have even been before preschool. All she really remembered about the day was the big bundle of yellow roses that she was carrying and that she and her mother spent the whole morning together picking out which ones to take from the bushes in the backyard. She remembered how pretty they smelled and how heavy they were in her arms.

Her parents were so quiet as they walked on either side of her. Usually they pointed things out to her when they took her on walks, but they didn't say a word this time even though she'd never been in that park before and there were so many weird-looking things around. She remembered that, and how surprised she was when she saw Grandpa Max standing there waiting for them in front of a big and shiny stone with Ben and his parents. Ben was fidgeting in his mom's arms until he saw her. She grinned back and almost went running to him as he started shouting, 'down,' but...

But she went to Grandpa Max first to show him the flowers. He didn't even glance at them. Or her. He was just staring at the stone and...

And the look on his face...

That look was as far as her imagination could go. It was as far as she prayed it would ever go.

It was as far as she'd let it go. She forced her hands to relax as she stared at her cousin. "I'll tell them myself," she said in a whisper.

Ben froze in disbelief and she waited. He glared at her even as she looked at him. Finally, he let himself slump back against the tree. "I can't believe you. It was just an accident. A few bruises," he muttered as he shook his head.

"I know," she said. "But it could have been a lot worse." He looked at her, clearly not believing that anything worse could ever happen. He'd never believe it. If he believed it then...

If Ben ever stopped to think about the consequences, he wouldn't be Ben. He wouldn't, so she had to. She nodded and said, "I'm going home to tell them right now." With that she turned away. She turned, but she couldn't make herself start walking.

"They won't believe you."

"They'll believe me when they see me stick the television on the ceiling." She'd been dying to tell her parents the truth anyway, to show them what she could do. Maybe they'd be proud. They'd definitely be surprised. She clutched the spell book to her chest and knew that - either way - it would be the last special thing she ever did.

But the Doofus wouldn't be able to get himself into any more trouble, so she took the first step. And then the next.

"Fine."

She stopped and turned back. "Fine, what?"

"Next time I'll come and get you." His voice went high and scratchy as he parroted her words back.

Gwen swallowed hard. "You swear?"

"Yeah, yeah."

"Swear on your comics, Ben."

He whispered something that sounded a lot like a word that he wasn't supposed to know before he stood ramrod straight and slapped his hand to his forehead in a salute. "You can burn all my comics in front of me if I don't come and get you the next time I go hero. Now, can we please get back to the real problem?" he asked and waved down at the forgotten math book.

"Fine." She nodded and felt light-headed from the sudden rush of relief. She walked back to the tree and fell more than sat back down. She took a few deep breaths and picked up the book while Ben fished into his backpack for his notes. Her hand brushed against the grass and she made a face. "Okay, I want something else, too."

The look he gave her could only be described as public restroom dirty. "I am not painting your toenails. You said…"

"I know." Now that it was over she let herself sound a bit bitter over that, but that wasn't the problem. Instead she glared down at the green grass and her bright white pants. "But next time you need help with school you have to bring a blanket or something for us to sit on."

"What makes you think there'll be a next time?"

"3/4 times 5/8."

"Wha?"

"There'll be a next time."


	3. Chapter 3: Promises to Keep

Chapter Three: Promises to Keep.

November, 1998

Ben was sprawled across his couch, mindlessly flipping channels. "Stupid infomercial. Repeat. Repeat. History Channel." He gagged and hit the button again as fast as he could. "Repeat…"

"Honey," his mother said as she walked for the door. "I know it's not a school night, but I don't think you should stay up much later. Growing boys need their sleep."

"Okay, Mom," Ben said out of habit.

"Sandra, honey. How many times do we have to go over this?" She kept a sweet smile on her face.

"Sorry, Mom."

Sandra's long-suffering sigh filled the room. And then she sat down at Ben's feet. He tucked them up and tried very hard not to look at her. "Are you sure that there isn't anything bothering you, Sweetie?"

"I'm fine." Ben hit the remote faster, until the television screen became a blur of images.

"It isn't those two bullies again, is it?"

Ben grinned. "No, they don't bother with me anymore." He didn't even need to go hero on them. After the first week of school the two had come up to take lunch money, or to hang him in the tree again or whatever the plan the two trolls had scraped together and took one look at him.

And they walked away.

They kept walking, too. They didn't bother anyone when he was around. It was nice to be a hero, even if it was only in the school yard.

"Have you thought about doing something after school? I saw in the flier that they're going to have soccer tryouts soon."

"Sports and me don't mix." He grumbled to himself, "Lousy baseball team."

"Well, you should do something. It isn't healthy for you to sit around here doing nothing."

"I'm not sitting around," Ben said. He wasn't. He spent most of his time over at the Rust Bucket. Grandpa was fixing it up again, the old R.V. needed some serious work done after three months on the road. Besides, that was the only place he could really go hero anymore.

At least it WAS.

"I know you miss your Grandpa," his mother said, "but he'll be back by Christmas. You're not mad at him for going to visit Aunt Vera, are you?"

"No," Ben mumbled to himself.

"She's his sister, and he misses her."

"I know."

His mom sat there for a moment, watching him. And then she sighed and patted his leg. "If it makes you feel better, I think he's going to have some news when he does come home."

Ben sat up. "Really?"

"Yeah. I'm not supposed to mention anything, but…" - she made a show of looking around the room to make sure they were alone - "he's planning another road trip this summer and he was hoping you'd come with him again."

Ben could have done a dance. "Oh yeah."

His mother smiled at him and patted his leg. "I figured that you'd be happy about that. I know I would have loved a chance to get away from my parents when I was your age." There was a little hurt in that - there had been ever since his Grandpa had started taking him on summer trips two years ago.

"I thought you just enjoyed a three month break from me." Ben smirked.

His mom sighed with ever bit of the acting ability she'd learned during her time in the community theater. "You are such a handful." She smirked at him. "Besides, it would be a chance to make that little brother or sister you always wanted."

"MOM!" Ben shouted and clapped his hands over his ears.

Her laugh filled the room. "I love you, Ben. Don't stay up too late."

"I won't, Mom. I love you, too."

"Sandra."

"Mom."

"Goodnight." With that his mom turned and made her way to the stairs.

"Mom?" Ben called just as she reached the first step. "Is he going to invite Gwen, too?"

"I don't know. Do you really want her to come?"

Ben snorted and rolled his eyes at the thought. "I just want to know if I'm on Dork duty again this summer."

"He probably will, but I don't know if she'll say yes. It didn't look like she'd had that good of a time when you all got home."

"She didn't?"

"Maybe she did. I don't know." His mom shrugged. "Besides, your Aunt probably has her whole summer planned out for her by now anyway."

"Oh. Okay, Mom."

Ben fell back into the couch and stared at the television without seeing any of it. Not that he could have, considering how fast he was changing the channel. The last summer had been the best of his life. Awesome adventures, weird things, and an alien super-watch improved anything.

But, for the first time, he actually wondered if Gwen had had fun, too.

Sure, some of it had been a blast and he knew she enjoyed playing Lucky Girl. But, was she glad she'd gone?

"Like I care." He hit the buttons harder. Remotes really need an automatic channel changer, he thought as he held down the button.

After the third go around he finally found something worth watching. "Breaking news? Score!"

"…fire had broken out at the Industrial Center. There are several workers believed to be trapped inside, but we have no confirmation as to how many -"

Behind the young woman was a huge warehouse. Orange and red light raged in the windows and made the thick smoke glow.

"Finally hero time," he said. It had been weeks since his accident and nothing interesting had happened since. He was already picking out his form before he even hit the door. He stopped just long enough to grab a jacket and then he was circling through the aliens. "Heatblast maybe. Or Stinkfly. It's been a while since I've been Stinkfly…"

And then he stopped. There were news crews there. No matter who he went as, he would be on the news. And if he was….

If he was then Gwen would know he'd broken his promise.

Ben glanced at the clock. He should probably call to give Gwen a chance to get ready. It would take him a couple of minutes to get there. But she'd never get out of the house if he did call and it woke up her parents instead.

There was a faster way to go, anyway.

"XLR8, here you come." He hit the button and closed his eyes. When he opened them again he was relieved to see the familiar face shield in place. Even after all of this time, he still expected to open them and see that he was only three inches tall, or was a really big fish. And wouldn't that be a nice smell to explain to Mom and Dad? "Maybe I'm finally getting the hang of this," he hissed to himself as he took one second to stretch before he started his run.

The houses and trees were a blur as XLR8 raced by them. Even the cars seemed to be standing still. Out of the whole world, the only thing that was moving was him. The only thing that was real was him.

He never told anyone, but he knew why his future self spent most of his time in this body.

There were some days when he just wanted to run, too. Not to anywhere, or away from anything.

Just run.

No thinking, just moving.

He spent a lot of time trying not to think lately.

And not just at school. He was used to not thinking there. It wasn't even hard not to think there. Half the time he was sure the teachers wanted it that way. Which was fine by him. They could make him go, but they couldn't make him care. But at home, at the arcade, when he was trying to sleep...

Ever since Gwen had forced him to make that stupid promise he spent most of his time trying not to think about why he'd agreed to it.

He didn't really think Gwen would burn his comics. She loved books way too much to ever destroy one even if she did turn her nose up at comic books. But she would tell her parents about the Omnitrix and everything else. Which would be bad.

For everyone else, but not for him. Not really.

Ben glanced down to his wrist to make sure he still had the Omnitrix when he saw his blue and scaly skin. He'd been doing that a lot, he realized. At home, at school. Sometimes he even woke up to check on it. He had been ever since he watched the Rust Bucket drive away back in August. Not that Grandpa had gone far. The R.V. lot was just a few streets down the road. Ben walked to it most of the time.

But it was far enough away that he sometimes wondered if everything that had happened to him - to them - had really happened. And that was when he'd check the Omnitrix.

It was there. It always was. As far as he knew, it always would be.

Despite what his parents might think. Or try.

His mother couldn't even watch Charlie and the Chocolate Factory because of the chicken scene, so he really doubted that she'd go the Vilgax route and cut his arm off. Though they'd might force feed him sushi until the thing just fell off and ran away on its own.

And, as long as he had the Omnitrix, he had an out if things ever got too bad.

But his parents would make sure that Grandpa wouldn't be around anymore. Ben shuddered at the thought. He didn't know how he'd deal with his parents without Grandpa Max around.

Ben always knew where he stood with Grandpa Max. Proud, happy, angry, scared, Grandpa Max didn't hide any of it.

Ben's parents though. He never knew what they would be like when he came home from school. There was always some new book, or seminar, or video tape that they'd seen and wrapped their lives around. And then they'd drop it when the next one came along.

He couldn't wait until they'd let him call them Mom and Dad again.

He'd miss Grandpa, but that wasn't what stopped him.

There was a slow flash of light that turned into a police car in front of him. It was going so fast that Ben could almost see it move. It's left taillight was let out a series of slow blinks, and Ben knew that if he made the turn too he'd be at the fire in less than five seconds.

Heck, he could be in and out so fast that the News crews probably wouldn't even know he was there.

There was no way that Gwen would ever find out.

Except that she would.

And then she'd get that look in her eyes again. The same look she'd gotten when he'd said he'd didn't have any help during the summer.

Ben didn't even understand why the memory of it was bothering him. He loved annoying her. There were times that he lived for it. He'd sometimes push a fight just to see if he could get her angry enough to shake. That was always fun as long as he ran fast enough. Or to get her with a really good prank and watch her face burn bright red.

But that day was different. Sure, his arm was sore and it was gross enough to impress the guys at school, but he knew that if she saw it she would just make fun of him like she usually did when he'd hurt himself. So he'd thrown on a jacket before he'd gone to meet her.

Except she didn't make fun. She didn't even smirk. She freaked. And he dealt with it the best way he knew how. He tried to cover.

And that was when he got the look. He didn't know what the look was. She wasn't angry, or annoyed or even worried. Those were all looks he was used to, but this one had him stumped. He just knew he didn't like it.

All he knew was he didn't want to see it in her eyes again.

Ever.

And so now he was running past the fire to pick her up. So he could be babysat as he saved the day.

Ben leaned forward and ran faster. Fast enough that even his alien lungs burned from the stress. Fast enough that the rollerballs he had for feet howled against the pavement.

He could run past her house and head back to the fire. And after that he could run past his. He could just keep on running and saving the day forever.

He could become Ben 10,000 twenty years early.

With a statue, and an adoring public.

And a family he couldn't be bothered to visit. Not even for an eightieth birthday party.

Ben 10,000 had a statue, but he was a complete ass.

Ben would rather be a hero. Even if he had to be history's first superhero with a babysitter.

Or a sidekick….

Of course, every hero needed a sidekick…

"Gwen, the Girl Wonder," he said to himself. He pictured her in a bright red shirt and green short shorts and laughed.

And with that, he made the turn to Gwen's house.


	4. Chapter 4: Under a Starless Sky

Chapter Four: Conversations Under a Starless Sky

"I don't know why you couldn't give me a chance to change."

"The fire had been going for ten minutes already! If we were any later, we'd have missed all the action."

"Five seconds. That's all it would have taken. Now I get to explain why my pajamas smell like smoke tomorrow."

"I thought they were your Lucky Girl costume."

"Why would I be wearing…? Besides which, if you'd bothered to notice those were dark purple. These are dark blue."

"Close enough."

"So not."

"At least you had your mask ready."

"I'm just glad they let me hang it up. If it was in a drawer it would have taken another second to get. And I KNOW how you hate to waste those seconds."

"Next time I'll go alone."

"No, you won't."

"Then stop whining."

"I'm not whining. I'm just telling the truth."

BEEP-BEEP

"Uh – oh. I don't think we're going to make it. Hold on. Well, I got you home. Mostly. Give me ten and I'll take us the rest of the way."

"I could fly us."

"You sure? You had to whirlwind away most of the roof..."

"It wasn't as heavy as the man you pulled out from under it."

"Guy needs to watch the donuts. Do you really think you can do it?"

"..."

"We'll take ten."

"And now I get to explain grass stains, too."

"Here. Happy now?"

"Ben, put your jacket back on."

"No."

"Fine. When did you become a gentleman?"

"When did you get so crabby?"

"I'm always like this when someone wakes me up in the middle of the night to fight fires. Don't you remember?"

"It's only eleven."

"Well, some people have busier days than others."

"Yeah, yeah."

"I mean it. Do you know how many things I had to do today?"

"Do you know how many things I had to do?"

"How hard can it be to sleep through all of your classes?"

"The sleeping isn't the hard part. It's getting back to sleep every fifty minutes because they keep moving us around. Besides, that's what school is there for. Not my fault you can't relax."

"I would, but some of us have to learn enough to tutor their cousins in math. You never did say how you did."

"91."

"I am good."

"I changed into Grey Matter again."

"Did not."

"Did too."

"Well, then next time you won't need my help, will you?"

"Um… I didn't say that."

"Thought so. There's something else you never said."

"Do I have to?"

"Yup."

"…Thank you."

"That wasn't so hard, was it?"

"Yes. Move over. This grass is soaked."

"No."

"It's my jacket."

"Fine."

"Grandpa Max wants to go on another road trip this summer."

"He does?"

"Yeah. Mom told me tonight. It was supposed to be a surprise."

"Which you just ruined."

"Yeah… I was thinking… Did you have fun last summer?"

"Did you?"

"Except for a certain pest…"

"Well, it's not like you could have left yourself at home."

"Hey! You would have missed me."

"Pfft. Like I would have missed the fights, the screaming, the blood…."

"Those were some good fights."

"I'm not talking about the aliens."

"Neither am I. Did you have fun?"

"I don't know… I guess… I guess I would have missed seeing the stars. I never realized… I never really thought those astronomy shows were real. I mean, I know that everything they showed was real, but we can't see anything here. Do you remember when we stopped in the Mojave Desert? It was like the sky was full of Christmas lights."

"I miss waking up in a new place every day."

"I miss Grandpa's cooking."

"No way."

"It makes school food taste better."

"Yeah. We probably get more dung beetles in our lunches now then Grandpa ever tried to feed us. I miss sneaking out for real food."

"I miss the money Grandpa used to leave for us to get the snacks."

"He did?"

"Do you have any idea how many times we snuck out? Who did you think paid for all of that food?"

"I thought it was the money our parents gave us."

"God, Ben. Don't you ever pay attention?"

"Sure I do. When it's important. I miss the aliens."

"Which ones? The kind of nice ones or the ones that wanted you dead?"

"Both, I guess."

"You need help, Ben."

"Hey, it kept things interesting."

"Yeah. I miss them, too. And the magic."

"You stopped? But, tonight…"

"No, but it's hard to find the time to practice. I've been working on this one spell for weeks and I just can't get it."

"You will. You're doing better than I am. I've had this thing for months and it still won't change me into the aliens I want a quarter of the time."

"Just a quarter? I miss guessing which alien you'd actually be."

"Yeah, yeah. It's all funny until it turns me into Ripjaw in the middle of the desert again."

"Don't joke about that."

"Who's joking?"

"…I miss Grandpa."

"I miss him, too."

"And I miss…"

"I miss…"

"….What?"

"So, do you want to take another trip this summer?"

"Do you want me to?"

"I wouldn't… If you HAVE to tag along again this summer…"

"Tag along? Save your butt is more like it."

"My butt doesn't need saving. I've got mad fu skills."

"Will you stop that? It looks like you have Mad Cow skills."

"You're just jealous."

"You're right. I wish I could look like I'd just chugged a gallon of Jolt and licked an electric socket. Why don't you learn it for real?"

"I'm already so good that if I were any more awesome, it would destroy the universe. The world just isn't ready for that much awesome all in one guy."

"That much ego, you mean. You just don't want to get sweaty."

"No, I don't want to stand somewhere and have someone yell at me. That's what school is for. And seven hours of school a day is enough."

"I thought all superheroes knew martial arts. Isn't that a rule?"

"Yeah, well, we also have to have sidekicks. 'Course, I've got that one covered."

"You did not just smirk at me."

"Which one of us was invited to join a real super team?"

"Which one of us had to come and bail out that team?"

"Hey, we both had to bail out the Galactic Enforcers."

"Exactly. And just think about how much easier it would be if you knew what you were doing."

"Better lucky than good."

"Yeah, but I'm Lucky Girl, remember?"

"Like you would ever let me forget it. Thank God. The watch has gone green again."

"Will you at least think about it?"

"Think, thought, thunk."

"And?"

"Are you going to be like this all summer?"

"…Probably."

"I knew I shouldn't have said anything. Let's see. Who to be, who to be? I know…"

"Come on, Ben. Not Stinkfly!"

"I didn't mean to!"


	5. Chapter 5: Losing for Winning

Chapter Five: Losing for Winning.

January, 1999

"I was looking through the paper and saw that the music store was having a sale this week," Gwen's mom said. "I was wondering if you'd like to go take a look? Maybe a last minute birthday present will catch your eye?"

"Mom…" Gwen rolled her eyes and hid her head in her arms. She'd been lying on her stomach on the floor in the living room, and the carpet tickled at her nose as she tried to bury her head in it.

"How about the French horn? I'm sure we could still get you into a music class and I always thought you'd sound lovely playing a French…." The words died with a wince. "I'm doing it again, aren't I?"

Gwen turned to look at her mother and forced a smile. Mom had been on edge since Christmas. Not just because of the fight, but because some small part of her knew that Ben's mom was right. Which only made things worse. "Only a little."

It had only been three weeks, but the holiday had already become known as Bloody Christmas in the Tennyson houses. It had been years since her family and Ben's had seen each other for more than ten minutes at Christmas. There had always been too many parties and volunteer work and shopping that left everyone too beat to go visiting.

That was the excuse anyway.

But after the trip to Christmas Village, Ben and she had pestered their parents into spending a few hours together for Grandpa Max. To give him the holiday he wanted.

Grandpa had been thrilled when he found out. Way more thrilled than either set of parents had been. And since the Rust Bucket was closest to Ben's house, they were the ones that got to play host.

When Gwen and her parents had arrived, Ben did the best he could to pull her arm out of her socket as soon as she got through the front door because he finally had someone to play the new Sumo-Slam II with. If he was stronger – or Fourarms – he probably would have just scooped her up and carried her to the television. As it was, he all but dragged her across the living room. She'd barely had time to pull her coat off before he shoved a controller in her hand.

And they spent the next hour lost in the game as they tried to prove who was the best.

They only stopped playing when Grandpa Max had shown up and it was time for presents. Ben and Gwen both did their best to look surprised when Grandpa told them about the Road Trip sequel.

It was the perfect day. Everything Grandpa had wanted.

Until dinner. Until those two sentences.

"That's just ridiculous, Sandra. Frank and I don't pay any attention to those parenting fads and look at how well Gwen is turning out."

"Oh, yes. You just keep the poor girl so busy jumping from activity to activity that she doesn't have time to breathe, much less live her own life."

Not even Grandpa was able to stop the fight after that. Gwen's mom and dad didn't even wait for dinner to be over before they stormed out, dragging Gwen behind them. They'd been in such a hurry that they were half way home before they realized that they'd forgotten the presents.

Grandpa Max had to come by and drop them off the next day.

It was a week before Gwen could even mention Ben's name without her mother giving her the evil eye, and another three days before she finally got her mom to agree that Ben could still come to her party, and for Ben's mom to agree that she could still go to his.

The one that was on her real birthday.

Not that she was still bitter about that.

"'No, you take it.' I can't believe I fell for that…"

No, not bitter at all.

"What was that, hon?" Her father asked.

"Maybe we should hold off on the pinata until after presents," Gwen answered as she lifted her head back up. Her plans for the party were scattered on the floor around her - a mess of papers and a schedule with a light blue folder to keep it all in. The papers themselves were a covered in pencil and erase marks.

"If you want," her mother said from the couch across the room. She had a similar – but much cleaned up – folder of her own in her lap. "But that means holding off on cake."

"Yeah," Gwen said as she looked at the schedule and absently doodled on the edges of it.

"We could keep the party going for a while longer…"

Gwen sighed and shook her head. Three hours was already pushing it. Especially since they had to be at school the next day.

"Or we could just get rid of the video games."

Gwen couldn't hide the frustrated whine in her voice. "Mom!"

Lili looked down at her. "We have enough real things to do. You know I don't like you staring at the television…"

"Oh, let her have her video game time, Lili," her father said from his place on the couch. "It'll help her hand-eye coordination. Why not open the party with the pinata? It'll be a heck of a start."

"Yes. Beating things with sticks is always popular," her mother drawled.

Her father leaned over and grinned through his beard. "Hey, it's how I met you, isn't it?"

"I thought I felt something hit the back of my head." Lili smiled back, the scowl on her face melted away as the two leaned together for a kiss.

Gwen closed her eyes and made gagging sounds. "Focus, people! The party's only a week away."

"Sir, yes sir!" Gwen's father saluted when he finally pulled back from his wife.

Lili hid her smile under one hand while she swatted at his leg with the other. "You aren't your father, Frank."

"Of course not, Lili. He never would have saluted."

No matter how much she tried, Gwen couldn't imagine her Grandpa Max saluting anyone. How he made it through the army was a mystery. "Dad."

"I know, honey. I'm focused. It's not every day my baby turns eleven."

"Dad!"

"No baby?" her father asked with a pout. "What about the others? What were they? The Red Menace? Choo-choo? Oh, I remember! Bumperbutt!"

Gwen's face burned with every name until she finally had to bury it in the floor again.

Her mother did nothing to help. "If you keep it up, Frank, you'll get your invitation taken away. Isn't that right, Bumperbutt?"

"You two better not do this in front of people."

"We won't," Frank promised. "We just have to figure out which name to put on the cake…"

Gwen thanked every deity she could think of, up to and including Tom Cruise and Oprah, when the phone decided to ring. "I'll get it!" she shouted and rolled to her feet. She grinned when she saw Ben's number on the caller ID.

She hadn't seen him since Christmas, and barely talked to him on the phone even before the fight. Her parents had taken her cell phone away before Thanksgiving. She'd found a spell to soundproof her room, but somehow she'd miscounted how much time she'd spent talking to Ben and went way over free minutes.

She still didn't get a chance to talk to him. He didn't even let her say hello before he blurted out two words.

"You win."

"What do you mean, I win?"

"Mom's gone and rescheduled the party," Ben said, the words stumbling over each other. "She said that there's a new author coming into town next Saturday for a workshop and she had to get his opinion on something or other. I don't know. So you win. Our birthday's yours."

Gwen wanted to bang her head into the wall. She settled for pressing her hand into her temple. If she pushed hard enough, maybe she could black out and forget that Ben had called.

"I can't change it now. I already sent out the invitations. You should have gotten one. Don't tell me you lost it."

"Are you sure you can't change it?"

She could have strangled him. Everything was set. Everything was set five months ago. It would have been set six months ago if he hadn't tricked her out of giving up her birthday. Somehow she managed to shove all of that annoyance into a single three letter word: "Yes."

"Gwen? Honey? Who's that on the phone?" her father asked as he looked up from his book.

"Ben. There's some kind of problem with his party," Gwen answered.

"What kind of problem?" Gwen's mother asked. All of the humor that had been in her voice a second ago was gone.

Gwen closed her eyes. This was the last thing she wanted to deal with. "One of Aunt Sandra's authors is coming into town next Saturday so she's rescheduling. Ben wants me to know that I can have my birthday back if I want it."

Lili shook her head. "There's no way. We've already…"

"I know, Mom. I told him."

Gwen thought that that was the worst of it until her father chimed in, "When's she doing the party then?"

Ben must have heard him. "Are you absolutely positive you can't change your party?" Ben asked, his voice hollow.

Gwen froze. "She didn't."

"Didn't what?" Her father asked as he sat up from his recliner.

"I'm sorry, Gwen."

"But… I had everything scheduled…." Her eyes went to the folder that was sitting open on the carpet. She'd had it all ready. The games, the cake. It was going to be wonderful. She sat down on the floor next to the couch. "I was even going to have time to kick your butt at Super Sumo Slam II again."

"I know, and I was thinking – Wait. You never kicked my butt. Sure you beat me a few times, but that was all beginner's luck."

"Was not. Besides, you were a beginner, too," Gwen said. "You were thinking?"

"Oh, yeah. Grandpa and I'll go and do some laser tag in the morning so he can still go to your party…."

"But what about…?"

"I want him to go to yours. I'm not going to make him choose."

Gwen blinked as her eyes blurred, but she didn't have a chance to say anything.

"Gwen, what did that woman do now?" Gwen's mother asked.

And that was it. An hour later – heck - ten minutes later and Gwen would have calmly told her. Instead she spun around and glared at her mother. Her party was crumbling around her and the last thing she needed was to listen to another 'that woman' rant. "Mom! Can I have a second?"

The woman froze. Her father didn't. He gave Gwen a look before he stood and held his hand out to her mother. "Come on, Lili."

"Frank," Lili said, her eyes still on Gwen.

"Come on. We have to let them work it out."

Lili opened her mouth to say something, but closed it so hard that Gwen heard her teeth click together. She nodded and let herself get led out of the room, but the surprised hurt never left her eyes.

"Gwen? Still there?"

Gwen watched her parents to make sure they really left, and then collapsed into the couch that her parents had just vacated. "Yeah."

"I wish your Mom and Dad didn't have to listen in," Ben muttered.

Gwen blushed, mortified that he'd heard her mother. "Ben, she didn't mean…"

"Yeah, she did. She always does."

"Well, can you…" Gwen snapped back. Or started too, until Ben's breath hissed in her ear. Gwen closed her eyes and banged the back of her head against the arm of the couch. "How could she? You did get the invitation, right?"

"Yeah."

There was a pause. "This is about Christmas, isn't it?"

"It's all your mom's fault…" Ben muttered.

"My mom? Mine isn't the one…"

"I know," Ben said. Gwen was shocked to hear him agree and for the first time realized how tired he sounded. Knowing him he'd been fighting with his mom all day over this. "I just wanted to say sorry. I already talked to Grandpa and he said he'll be fine. Though he told me to go easy on him. 'Or else he won't be able to dance with the birthday girl.'" Ben finished the quote with a gag.

"But, what about you?" Her voice cracked at that. It wasn't fair. This was going to be the first time they could hang out together for more than a couple of hours since summer. It would have been almost the whole weekend. Heck, it would have been three days, counting Christmas.

And now their moms had managed to ruin all three.

"I can't skip my party," Ben said, his voice bitter. Bitter enough that Gwen knew he had actually tried. "And it stinks, 'cause I spent actual money on your present this time."

"No more hand-me-down video games?"

"Not as long as you don't get me another book."

"Deal." It wasn't this year. His gift was already wrapped up and stuck under her bed. Still, she just couldn't resist. "There aren't anymore 'Where's Waldo's' out anyway."

She heard him blow a raspberry at her and giggled.

"I'll give my present to Grandpa, and he can give me yours," Ben offered the idea up, but there was no enthusiasm in his voice.

"I guess." Neither said much after that. After he hung up she curled up on the couch and stared down at all of her plans. Five months of work. Everything else was set. All of her classmates would be over, there would be games and cake and presents. She'd even get Grandpa…

She just wanted to cancel the whole thing.

And then it got worse.

"Honey?" her father said as he peeked out from the other side of the door. Her mother was right behind him. They hadn't gone far. They probably heard every word she'd said. "Is everything all right?"

"Ben's not coming."

"I'm sorry," Gwen's mother said. Whatever anger Gwen had seen a second ago was gone, replaced by more than a little embarrassment. She sat at the end of the couch and put her hand on Gwen's shoulder. If Gwen hadn't looked up, she never would have seen the relieved look in her mother's eyes.

But she had. Gwen shook her mother's hand off and stood. "Its been a long day. I'm going to bed."


	6. Chapter 6: Always Count on Grandpa

Chapter Six: Always Count on Grandpa

Gwen waited just inside the front door of her house. Every time she saw or thought she saw a flash of headlights she stood on her tiptoes to peek out the little window at the top of the door.

"Grandpa will be here when he gets here," her father said as he sat on the couch with a newspaper in his lap.

Gwen nodded and hugged the big box she held closer to her chest. The slick Sumo Slammer wrapping paper kept threatening to slip from her gloved hands.

"Are you sure you want to go? We have so much work to do for tomorrow," her mother chimed in as she walked up behind Gwen.

"It's my birthday." There was no hesitancy in her voice, and her tone allowed no argument.

So, of course, her Mom argued. "But it's getting cold out."

Gwen wiped her forehead and looked down at her outfit. Her mother had insisted that she be bundled up. The sweatshirt wasn't enough. Neither was the sweater. No, she had to be wearing a wool jacket on top of them. And mittens and boots. Either Grandpa or an ambulance would be there in the next few minutes.

And all for the twenty-foot walk up the driveway. She would have pointed that out, but she knew it would have been bad if she did. "I'll be fine, Mom."

"But, can't you just wait until tomorrow to see your Grandfather? And I'm sure you'll see your cousin soon enough."

She said the word cousin with just enough of a tone that Gwen closed her eyes and counted to ten. At eight she was no less ready to bite her mother's head off. Which would have been fun for a second or two but would have stunk for much longer.

At nine, she was rescued by a knock at the door.

"Grandpa Max!" Gwen shouted in relief as she threw herself into his arms. He picked her up like she didn't weigh a thing and gave her a bear hug. She only pulled back when she heard the box crinkle in protest between them. "Save me," she whispered into his ear.

"Gotcha," Grandpa whispered back. "I hope you two don't mind this. I figured you could use a break before the madhouse tomorrow."

"We were hoping that Gwen would help us set up," he father protested.

"I'm sure she left plenty of plans and charts saying how she wants it all done," Grandpa Max said. "We better get going so I can have her back tonight."

"Or before Ben takes the Rust Bucket for a spin," Gwen added.

Grandpa Max shrugged as he put Gwen down. "Oh, I'm sure he'd bring it right back. He's driven it fine before."

Mom went pale. "You… you let Ben drive that thing?"

Max kept his face completely still. The only indication that he was lying was the slightest shine in his eye. Gwen, though, was chewing on the inside of her cheek to keep from grinning. "Sure. You didn't think I drove it by myself for three months, did you? Gwen drove in the morning, I drove in the afternoon and Ben drove at night. Between you and me, your daughter has a bit of a lead foot."

"Gwen?"

Her mother said it with just enough worry that the joke stopped being funny and went to exasperating. Gwen's eyes went to the ceiling. "He's kidding, Mom."

"Shame. It would have saved us a fortune on Drivers Ed," her father said. He got up, carefully set the paper down and walked over.

"Frank!"

The R.V.'s horn honked. A nice, long loud boom that got the attention of everyone in the neighborhood. And probably the next two or three neighborhoods around.

"I think that's our cue," Grandpa Max said as he opened the door.

"Bye Mom, Dad. I'll be back in a couple of hours," she said as she gave them both a quick kiss on the cheek and dashed outside. Her breath came in clouds almost as soon as she opened the door. The cold felt so good after nearly sweating to death inside.

"Make sure she stays warm," she heard her father say and Gwen felt a frustrated scream build up inside her chest. She'd kicked alien butt, but apparently she wasn't smart enough to get out of the cold

And then her Grandfather gave her the best birthday present she'd ever gotten. "She knows how to take care of herself, Frank."

Gwen looked back and grinned at her Grandfather. He'd earned another hug for that one, but neither man was looking at her.

"I know, Dad. But, she's my little girl."

"And you'll always be two in my eyes. How would you have liked it if I'd treated you like this?"

There was a pause. "I don't know, Dad. It never came up." There was no heat to her father's voice when he said that. No anger, no hurt. And there was no smile to take the edge off. Either would have been better than the resignation that filled those eight short words.

Grandpa Max took a half-step back, and his shoulders slumped just a hair. "I know, Frank. I wish I could have been home more…"

"I know, plumbing was one emergency after another."

"It always seemed that way."

Her father shook his head and shivered in the cold air that was pouring through the open door. "Have fun, sweetheart. Happy Birthday."

"Thanks, Dad," Gwen said, but her eyes were on her Grandfather.

"Goodnight, Dad." There was no hug. There wasn't even a handshake.

Max just nodded, and Gwen realized he didn't expect one. "Goodnight, Frank. Goodnight, Lili."

And with that, the door closed.

It was actually a little warmer than the usual conversations between the two. Gwen's father never said a bad thing about his. He would have conversations, share jokes, even reminisce with Max, but there was no closeness between the two.

She had run into a girl she used to go to school with years ago last week in the library. They had had a very quick and very awkward conversation. Her father and grandfather were just like that.

But not as warm.

When Max turned, there wasn't any pain on his face. Just the same smile he always wore. "Are you ready, Honey? Ben's going to explode if we make him wait much longer."

All because her Grandfather had to save the world for his sons instead of spending time with them. Not that they ever knew that.

But she did.

"Thanks, Grandpa," she said as she wrapped her arms around him.

"You're welcome, honey," he said and chuckled. "Trust me, celebrating my favorite grandkids birthdays isn't much of a chore."

"Not for that. Well, not just for that."

"What?"

Gwen shrugged as she struggled for the words. "For being you."

"Well, it is what I do best. Now" - he took the present from her and tucked it under his arm - "I believe that a certain birthday girl still owes her grandfather a dance."

Gwen burst out in a hiccup-filled laugh as he led her into a waltz. They did this every year. This was the first year, though, that she didn't have to stand on his feet while they did it. It was only twenty feet to the Rust Bucket, but somehow her Grandfather made it seem like they had forever.

"How does it feel to be eleven?"

Gwen sniffed as they danced. "My back was killing me this morning. The Sensei was showing us a new kick yesterday and I think I overdid it."

"Well, you are getting old. As a matter of fact..." he stopped dancing and leaned over to look at the top of her head. She heard him tut.

"What?"

"I think I see a gray hair."

"You do not!" Gwen let go of Max's hands and yanked her hat off so she could try to pull her hair in front of her eyes just to be sure.

"And pretty soon you'll be telling kids to stay off the lawn."

"She does that already," Ben's voice called out from behind them. Gwen looked over and saw his head sticking out of the passenger window. His face was already red from the cold. Of course, he was only wearing his 'lucky' white and black t-shirt, so what did he expect? "If you two don't hurry up, I'm going to eat the Dweeb's half of the cake."

"Don't you dare!" Gwen shouted and pulled away from Grandpa Max.

Ben just grinned as he rolled up the window and hopped around the seat.

"Ben!" Gwen shouted as she pulled at the door. The knob clicked, but didn't move. "You Doofus! Stay away from the cake!" She smacked at the door in frustration.

"Just like old times," Max muttered as he leaned over her and unlocked the door. Gwen yanked the door open and was blinded by a flash of light.

"Perfect! This is definitely going to be a keeper." Ben grinned out from behind Grandpa Max's instant camera. He grabbed the photograph as soon as the camera spat it out and started waving the sheet back and forth. He stared at the picture as it appeared, and then he went and held it up next to her face and tutted. "Grandpa, I think the camera's busted! Gwen's face was a lot redder than this!"

"You have to sleep some time, Tennyson."

"So do you."

Gwen glared down at him and his stupid little self-satisfied smirk and wanted to strangle him. It felt so much like old times that she had to laugh. "Happy Birthday, Doofus."

"Happy Birthday, Dweeb."

The R.V. shifted as Grandpa followed her up. He handed Gwen her package and gave them both a look. "I trust I can leave you two back there for ten minutes without killing each other?"

"Ten is fine, eleven is pushing it," Gwen said. Ben grinned at her and brought the camera back up to his eye. The flash caught her in mid-eye roll.

"I can tell," Grandpa said with a straight face.

"Where are we going?" Gwen asked.

Grandpa Max glanced at Ben and then gave her a shrug. "A ways."

Ben just kept smirking when she looked at him. She shook her head and looked out the window at her parents and waved. "Good," she grumbled as she started yanking off all the extra clothes she'd been forced to wear.

Grandpa Max gave her a look, but he didn't say a word as he went to the driver's seat. There was a slight grinding noise as he put the Rust Bucket in gear, and a soft jerk that said they were off. Gwen took a deep breath and smiled. It was like being home again.

Of course, Ben had to spoil the moment.

"That for me?" Ben asked as he eyed the present in Gwen's arms.

"No. Mom and Dad gave me an early present and I thought I'd open it here. Of course it's for you."

"Score." Ben spun around and slid into the booth. Gwen walked around and saw that the table was already set up with three sets of paper plates and forks and two boxes. The bigger of the two was the cake, and Gwen was relieved to see a bakery logo on the side of the cake box. She still triple checked her candy after the time Grandpa Max gave them chocolate covered locusts.

The other box was about the size of a brick and wrapped in the Sunday funnies. Gwen's hand twitched as she fought down the urge to snatch it up. Ben saw her and pulled the box back to his side of the table.

Gwen sat across from him and eyed the present. "Should we wait?"

"You guys go ahead. Just wait on the cake," Grandpa called back

"On three?" Gwen asked.

Ben nodded once. When it came to presents, he was all business. "On three."

"One," they said together, their hands on their gifts.

"Two." They pushed the boxes to the middle of the table, but neither took their hands off yet.

"Three." With that they switched boxes, their fingers almost brushing as they pulled their presents back to them.

Gwen immediately started shaking her box. She could never just open a present. She had to guess what it was first. It was too small to be a book, which was kind of disappointing. And it was too heavy to be a video game, which was a relief. Though he might have just slipped one into a box with a few stones or something just to throw her off. And it was way too light for a brick.

Which she wouldn't have put past him.

She wasn't sure if Ben had even heard of the word patience. The sound of massacred wrapping paper filled the back of the Rush Bucket, and shiny new confetti went everywhere. "Clothes?" Ben wailed the second he saw the plain white box that had been hidden inside. "You got me clothes? I can't believe I'm going to say this, but couldn't you have just gotten me a book?"

Gwen froze in mid-shake so she could glare at him. "Open it."

Ben did. Inside the white box was an equally white cotton shirt and pants. He poked at the white cloth inside. "Pajamas? You got me pajamas?"

"Ben!" The idea made her cheeks burn. "It's a gi. I talked to the Sensei and he said he'd be more than happy to enter you into the beginner's karate class. You've only missed a couple of classes, so you shouldn't have any problem catching up."

"But…"

Gwen didn't even hear him. Her smile just grew bigger and bigger as she pulled out the shirt and held it against Ben's chest. "His dojo is only about eight miles between our schools and we practice every Wednesday and Friday…'

"But…"

"Aunt Sandra already said she'd be more than happy to take you."

Ben's face went pale. "Mom knew?"

"Yeah… Well, I only had enough money for the first month, but she said that if you liked it that she would pay..." She finally heard him and her smile broke. Ben's face was a mix of worry, confusion and despair. She dropped the gi, and her hand hit the table with a thud. "You hate it."

"No!" Ben said. "Nononono. It's just that… Sport, me. Two things that should never go together. Learned that at softball last year." He even looked guilty as he said it. "How much…."

"Don't think of it as a sport." She was determined not to let him finish that sentence. It was none of his business how much it was. Besides she might be able to talk the Sensei into a refund, and if she couldn't…. Well, two months allowance and her Christmas money wasn't that much."Think of it as learning to kick butt like the pros."

Ben ran his hand through his hair and made a bigger mess of it. And then he glanced at the Omnitrix. "I'm already kicking butt on a pro level."

"Yeah, until that thing shuts down. Now you'll be able to do it whenever you want."

Ben poked the uniform and sighed. "Kicking butt?"

"And taking names."

His smile was forced, but there was a little light behind it as he thought about kicking butt. And that was the bit Gwen chose to concentrate on. He took the shirt of the gi from her and held it up. "Do they let you paint your kills on the shoulder or anything?"

She sighed and covered her eyes. "No."

"Rats. I wanted everyone to know when I kicked your butt."

"In your dreams," she said and let out a relieved smile because she knew he was hooked now. Which left her free to go back to her present. She gave it another few shakes before Ben made a grab for it.

"Do you need me to open it for you?"

She yanked the present back and slapped his hand. "Mine!"

"Come on, I'm getting old here."

"Fine." She slipped her finger under the small fold in the corner. If she wanted, she could have just peaked and seen exactly what the present was. Ben never could wrap presents well. She caught the paper and yanked. There was a small, plain brown box inside. Which was worrisome. She pointed the box at Ben just in case as she opened it, but nothing popped out. So she looked. "A cell phone?"

"Yeah, well," Ben said and he rubbed the back of his neck. He glanced up at Grandpa, who was busy driving, and lowered his voice. "I figured that this way I won't have to wait for you to get ready before we go hero again. Last time you took so long all the bank robbers were almost out of town before we found them."

"They were not."

"Close enough. Besides, I'm tired of having your mom listening in every time I call."

Gwen nodded with a long-suffering understanding, but, "Ben, I can't…"

"What?"

"I can't make the payments, and Mom and Dad won't..." No matter how much she begged, pleaded or whined, her parents wouldn't bend on paying for an eleven-year-old to have a phone. Not even for emergencies. Not after she'd exploded the bill on the last one.

"Oh, that," he said, with a relieved grin. "I wouldn't worry about that."

She frowned at him. "You do know someone has to pay for this stuff."

"Well, not for these. Go on, open it up."

She wanted to tell him no. Playing with it wouldn't make it any easier to return. She didn't understand why he wouldn't accept that.

But it was a cool present. And the computer geek in her wanted to play with it just a little. She scowled at him anyway as she pulled out the small phone and flipped it open. The screen inside popped to life, but instead of a company logo, all that appeared was a green hourglass in a black field.

The Omnitrix symbol.

"It's been Upgraded. Well, and Grey Mattered." Ben sat a little taller in his seat as he pulled out a matching phone of his own. "It took a few days, but I rewired these so that we can call anyone we want and no one will ever charge us and we'll never be out of service. Plus, we just have to tap the touch screen on top three times and Grandpa will get buzzed. You know, just in case. But do you want to know the best part?"

She gaped at the menu. It took pictures, played music and connected to the Internet? She couldn't imaging what could be better than that. "What?"

"Close it."

She did so, with a feeling of dread. The second she did, she heard Ben's voice call out. "Ben's the smartest person I know!"

She glared at him as he cracked up before she finally joined in. "Way cool."

"Good."

"Thanks, Ben." And then she did something she didn't expect at all. She leaned across the table and gave him a kiss on the cheek.

Ben gave a panicked shout and scrubbed the area with the top of his gi. "What was that for?!"

She had no clue, but she giggled at him anyway as he turned bright red. This could be fun, she thought to herself. "Happy Birthday, Doofus."

Ben pulled the shirt away and stared at the spot he'd used to rub his face as if he could see the cootie germs on it. "Happy Birthday, Dweeb."

The R.V. came to a halt. "We're here," Grandpa announced.

Gwen looked outside, but all she saw were trees. "Where's here?"

"About three miles outside of town," Grandpa said. "Hold on one sec," he said and hit a switch. The Rust Bucket went dark. "There, do you see it?"

Gwen looked out the window, but all she saw were trees. Well, trees and some bushes. "See what?"

"Mars," Grandpa said as he made his way to the window and pointed.

Gwen squinted and could just make out a red star by the horizon. "Yeah…"

"Well, I remembered how you said you missed seeing the stars," Ben said.

"I'm just sorry we couldn't get further out of town," Grandpa said.

She could make out maybe three more stars here than she could at home. And she was pretty sure one was an airplane light. "It's perfect."

"Good," Ben said. "Now, can we have cake?"

"Just let me hit the lights."

Gwen looked at the full moon that shined through the window and filled the Rust Bucket with soft shadows. "Can we just leave it like this?"

"Sure," Grandpa said with a shrug and sat down next to her. He reached past her for the cake box. "I hope you two like this, it's a very special recipe I created," Gwen and Ben both shuddered and gave the traitor box horrified looks. "I was just glad that I still had this old box lying around. You kids haven't lived until you've tried chocolate cinnamon cake."

"I'm not feeling..."

"My doctor said I should stay away..."

Grandpa Max grinned at them. "Gotcha." He opened the box to show off a very normal looking cake with a mix of blue and green decorations. On it were two candles, both shaped as the number one. One in green and one in blue. "Let me get a match," Grandpa said and he started digging in his pocket.

"Don't need one," Gwen said. She held her hand out over the candles. "Incendus," she said and snapped her finger.

There was a faint powder blue spark that faded almost as soon as it appeared, but the candle wick started to smolder. Gwen leaned in and breathed on the flame, and a soft yellow light flared up.

"Little Miss Perfect is a pyro?" Ben said, with just a little pride in his voice. "Whodathunkit?"

"Nice work, Gwen," Max said.

Gwen shrugged. It wasn't, really. She still didn't know that she was doing wrong. Will and concentration. That's all her spell book said she needed. And she had that.

Or, she thought she did.

Grandpa looked at his watch. "I hope you two have your wishes ready, because it's almost time." Ben and Gwen watched the candles while Grandpa watched his watch. Finally he started counting. "Five, four, three, two, one… Happy Eleventh Birthday!"

Ben and Gwen blew their candle out at the same time.

"It's no fair," Gwen said. "I was born first."

"Please. I was," Ben said right back.

Grandpa pulled the candles out and started cutting up the cake. "That's not what the hospital said. Or me, and I was there. Now, who wants the first piece?"

"ME!" Ben and Gwen said together.


	7. Chapter 7: Aches and Pains

Chapter 7: Aches and Pains

February, 1999

"Can't we just go home?" Ben grumbled as he sat slumped in the passenger seat.

"This was a very thoughtful gift from Gwen," his mother said in her best mom voice. "I wish I had more of a chance to study Eastern culture."

"She just wants to show me up," Ben said. Or to laugh, he thought as he glared down at his 'pajamas.' He was beyond glad that it was cold enough for him to wear a coat over it.

"She's been doing this for two and a half years now, Ben, you can't expect to be as good as her on your first day. And I'm sure she hasn't done all of this just to embarrass you." The patience in her voice fled with her next words. "Now, if she was her mother…"

Ben closed his eyes. "We probably won't even see Aunt Lili."

"If we're that lucky, I may buy a lottery ticket."

Ben chuckled. Once. That was enough for his mother.

"Oh, I think we're here." They made a hard right turn that left Ben clutching at the door. He slowly pushed himself up as dread mixed with curiosity. To his relief, there weren't any huge windows that showed off what was happening inside. One of the gyms in the mall had that, and he always had a blast eating ice cream in front of it.

Somehow, it didn't seem so funny now.

If he were really lucky, he could get in and out without anyone he knew seeing him.

"Call me if you need anything," his mother said as he undid his seat belt. "I'll pick you up in a couple of hours. Try to have fun."

"Yeah, yeah."

"Ben…"

"All right, I'll try."

"That's all I ask."

Ben gave his mother a half-hearted wave and watched as she drove away. As soon as she was out of sight his eyes went to the Omnitrix. He could be out of here so easy and have some real fun for the next few hours instead of going to more school.

"Don't even think about it."

Ben nearly jumped out of his skin as he spun around. Gwen was standing behind him with her arms crossed and her foot tapping the ground. "I wasn't."

"You so were." She looked at him and sighed. "Just one month, okay? Then, if you don't like it, you can hold it over me for the rest of our -" Ben bared his teeth at the thought and she moved fast, "- for the next decade or two."

Ben sighed and nodded. He really didn't want to be here, not even for the mad fu skills, but the bitching rights were almost worth it.

"Good." Gwen grinned at him. Then she reached over and started adjusting his gi. He reached up in protest and she slapped his hand away. "I want you to be presentable when I introduce you to the the Sensei." She paused and glanced down at his sneakers while she crinkled her nose. "You did change your socks, right?"

"Only because Mom made me," Ben grumbled as he shifted in his sneakers. The seams were digging into his toes. Clean socks were never as comfortable as ones he'd already broken in.

"Thank you, Aunt Sandra." She reached up and adjusted his collar a half inch to the right, and let go to look at it. Then she made a soft hiss and adjusted it again, this time to the left. Ben would have sworn that the collar was in the exact same place it was before she started fiddling with it, but she nodded anyway. He muttered under his breath and rolled his eyes as she kept primping.

And that was when he saw the orange belt around Gwen's waist. "How long does it take to get one of those?"

Gwen froze in mid-brush on his shoulder and chewed on her lip before answering. "A couple of years," she finally said, her voice small.

"A couple of years?" he repeated, the words one long whine. He reached and ran his left hand through his hair. Two whole years?

Gwen's eyes went wide as the sleeve slid up his arm. "I can't believe I forgot the Omnitrix!"

"So?"

"We can't have watches on while we practice!"

Ben was about to laugh about the ninjas being afraid of a little bling when he saw his chance. He brushed Gwen's hand off his arm. "It was a great present, Gwen, but…"

"Indeed it was, Mr. Tennyson," a somber voice said beside them. Ben jumped at the sudden interruption, while Gwen just stood there and looked embarrassed. Ben's hand went to the Omnitrix while he stared at the source of the soft voice.

The man was a couple of feet taller than Gwen, with hair and a mustache that were gray except for a few specks of black. He wore the same white gi as Ben and Gwen, but his belt was a solid black line around his waist.

"Sensei!" Gwen bowed and then elbowed Ben, who copied her move as well as he could. "This is my cousin, Ben, who I was telling you about," Gwen said, her words an embarrassed rush.

"Yes, Ms. Tennyson. I remember."

"Well, I kinda forgot about his bracelet…"

"Its not a bracelet, it's a watch," Ben said with a huff.

"You see, it's a family heirloom, and he can't-"

The Master just stared down at them. "Yes. Your Grandfather stopped by a couple of days ago and informed me of it. May I see it, Mr. Tennyson?"

Ben stared at the outstretched hand and hesitated. Way too many people have tried to take the Omnitrix for him to want to show it to anyone. Well, except for the people at school, and that was just so they'd know how cool he was. It was sad that they were missing out.

"If you know my Grandfather, then what's the name of his R.V.?" It was a password they'd come up with years ago when his mom and Gwen's had freaked out about whatever the latest horror story was on the news. It was one of the two things that the women had ever actually agreed on. And now, three years latter, it was finally going to be useful.

"I believe he called it a… Rust Bucket?"

Ben still didn't move until Gwen elbowed him again. He sighed and held it out his arm. "Here."

The Sensei reached out and looked at the Omnitrix with a soft scowl. Then he tapped the metal band and the face with his finger. Finally he nodded. "You will have to be extra careful, and we will have to wrap this, but I see no reason why you can not wear this while you train."

Gwen grinned in relief and bowed again, while Ben saw his best chance for freedom vanish. "Thanks."

"Come this way, Mr. Tennyson. First you will see the more advanced students start their practice, and then you and the rest of the new class will begin. Ms. Tennyson here is very impressive."

"Already know that," Ben said. Gwen brushed at her hair and grinned. He looked up at the old man as he was herded into the building. "You know my grandfather?"

The Sensei nodded. "Oh yes. I had a serious crisis when I first opened the dojo and he came to my rescue."

Ben's ears perked up. "Was it Plumbing related?"

"Of course." Ben lit up. Maybe this wouldn't be so bad after all. Then he saw Gwen shove her hand over her mouth as she fought down a laugh. "The previous tenants were brutes. Absolutely none of the toilets would work. Your grandfather worked for twelve hours to fix them all before the first class."

"Toilets."

"Of course. What did you think it would be? I've spoken with him many times since. He hasn't missed a tournament yet that Ms. Tennyson here has been in. When he came to me two days ago and explained the situation, I couldn't refuse him such a simple request."

"Go, Grandpa."

* * *

The mat was barely an inch thick and hardly any softer than the floor it was covering, but right now it felt like heaven to Ben. He could hear the rest of the students moving around him, some chatting, some laughing. There were a few groans. Ben didn't make a noise, and that only because he hurt too much to groan.

"Do you need help?"

Even Ben's eyelids hurt. He didn't know why, but they did. Still, he forced them to work. Gwen was leaning over him. There was a little concern in her eyes and a huge grin on her face. "I'm fine."

"Good. So, you aren't having a heart attack?" Gwen sat down on the floor next to Ben's mat with her legs tucked under her.

"When I can move again, I'm going to hurt you so bad…"

"By the time you can move again, it'll be time for the next class."

Ben glared at her. That was all he could do. His legs and arms felt like they were on fire. Where they weren't blissfully numb, anyway. And he felt like he'd been swimming, he'd sweated so much.

But not her, he noticed and simmered. Of course not. Sure, her red hair had darkened, and there was some sweat on her face, but she looked almost as fresh as she did when they'd started. "You could at least pretend you're tired."

"Oh, I am. I'm exhausted." She faked a yawn. "But, isn't it nice to get some exercise?"

"It's great," Ben said as a real yawn forced it way out of him. "I thought I was going to learn how to fight."

"You are."

"All I did was a bunch of steps and stretches."

"You have to learn the basics first."

"Like I'm going to survive the basics," Ben said. He didn't even get the Sensei. No, he'd looked over now and then, but he'd spent most of his time with Gwen's class. Ben had gotten an assistant instead. A tall guy who could have taught Vilgax a thing or two about torture.

Having a saw at your arm was nothing compared to having to do the exact same step thirty-eight times in a row. And in the end Ben wasn't sure if he'd gotten it right or if the guy had just given up. God knew Ben didn't see any difference between how he did it the first time and any of the others.

"You did great." There was something that could almost be called pride in Gwen's voice, though Ben knew she'd deny it.

"Yeah, right."

"You did! I thought you'd collapse in the first ten minutes, but you made it through the whole class."

"Yay me." With that Ben closed his eyes. Things seemed to ache just a little less with his eyes closed.

Gwen seemed to get the hint because she stayed quiet for a whole minute. And then Ben felt something tickle at the tip of his nose. He opened his eyes and saw her finger dangling just over his face. "I'm not touching you…"

Ben slapped her hand away. "I'm going to get you for this. I don't know how, but I will."

"Big talk from someone who looks like an upside down turtle."

"It's going to be epic."

"Promises, promises." Gwen stood as gracefully as she had sat down and held out her hand to Ben. "Now come on. Our moms will be here soon."

Ben thought about grabbing her hand and yanking her down, but that was way too much work. "Just kick me when she gets here." He closed his eyes again. A five day nap sounded perfect right then.

Gwen nudged him with her foot. "You should walk around a little. Or at least stretch."

"I've done that enough."

"If you think it hurts now, just wait until you start to cramp up."

Ben opened one eye. "I can hurt WORSE?"

"Much."

Ben held out his hand. The move made him mutter a word his mother didn't know he knew. "You didn't have to look so happy when you say that."

"Yes, I do," Gwen said as she took his hand.

That was just too much. He grabbed her hand and pulled. She gave a little yelp of surprise as she tumbled down. She landed half on top of him and glared down at him. "Feel better?"

"Much." He grinned up at her.

She blew at her bangs in frustration and stood back up. He held out his hand again, and she just sniffed.

He sighed and pushed himself up off of the floor. He groaned the whole way up.

"Baby," Gwen teased as she bent down and picked up a bottle of water that he hadn't seen. He made a little whimper and stared at it. She rolled her eyes, but she held out the bottle anyway. He swiped it out of her hand and downed the whole thing in two quick gulps.

"You could say thank you," she muttered as he burped. After that she must've decided that he'd suffered enough because she put his arm around her shoulder and helped him over to the lockers.

"One more month?" Ben said. He did not whine. He wanted to, but he was a hero.

"Well, seven more classes." Gwen said. Her smile fading a bit. "And you did do real well."

Ben just snorted.

"Take a look at the rest of the firsties."

Ben finally looked at the other four people who had started today, too. None were on their feet. One guy was curled up in a ball and the other two had either passed out or died.

"Wish I was that lucky."

The lockers were just set against the corner. Ben pulled his arm off of Gwen and stumbled over to the one he'd been assigned. His jacket was easy enough to put on. The pain was only blinding, which was a relief. But the sneakers and socks…

"I don't suppose I could talk you into putting my shoes on…"

"Not even if you paid me."

Ben sighed and stared. Finally he pulled out the socks and stuffed them into his jacket pockets and knocked the sneakers out of the locker. He didn't even pick them up first. He didn't have the strength. He just slapped them out of the locker and let them fall to the ground so he could step into them. He didn't bother to tie the laces, they could wait until he could bend over again. He could hear Gwen snickering from the locker right next to his.

"Worlds of payback."

"It's so worth it," Gwen said as she opened her locker and pulled out her shoes. She sat down on the bench behind them to put them on.

Ben would have joined her, but sitting would have meant having to stand again. He settled for leaning against the lockers while he waited.

He did not fall asleep. He knew that. He was just resting his eyes. Eyes he didn't bother to open when he felt a hand on his arm. He just muttered, "I'm coming," and hoped Gwen would lead him back to the parking lot.

"Yeah, yeah. Come on, hero," Gwen said as she took him by the arm and started pulling him to the door. They'd only taken a couple of steps when her breath came in a hiss and her hand tightened around his arm hard enough to hurt.

"Ow!" Ben shouted and pulled his arm away. "What was that-" he started to say when he realized they weren't alone.

Three girls stood in front of them. All three were wearing sweatpants and tank tops instead of gis. None of them were wearing white. The girl in the middle wore dark red, while the one on the left wore dark purple and the other wore a bright pink.

Not a single one had been in the class. Even if he'd gone color blind from pain, he would have noticed them. There had only been one other girl besides Gwen in either class.

"Hi, Gwen!" the girl in red said with a squeal as she launched herself forward and wrapped Gwen up in a hug. Well, hug-like. She avoided actually touching Gwen.

Gwen didn't move a muscle. She didn't even breathe until the girl stepped back. "Marci. Aren't you three early? I thought your class didn't start for another hour?"

"I know." Marci let out a long suffering sigh as she stepped back and brushed her blond hair out of her eyes. "But my mother had to take care of some business at work. She dropped us off here just so we could hang out with our best friend."

"Lucky me."

"Aren't you?" Marci's eyes went to Ben. "And who's this? I don't recognize you," Marci said as she nailed Ben with a grin.

Ben blushed a little. "Hi, I'm Ben. Are you three in the karate class, too?"

The three girls broke into giggles. "Oh, no," Marci said as she wiped at her eyes. "We're in the yoga class. Gwen here might like fighting, but some of us prefer something a little more… classy."

The two girls behind Marci broke into giggles again. Ben didn't understand why. He glanced over at Gwen and saw her blushing.

"He looks like he does, too," the girl on the left of Marci said and pointed at Ben's left arm. Ben glanced down and realized that the padded band the Sensei had wrapped around his arm had fallen off.

Marci let out a little squeal and had Ben's arm in her clutches before he even realized she'd moved. Her eyes were huge as she studied the Omnitrix. "This is gorgeous. I have to have one."

Ben pulled his hand back. "Sorry, it's one of a kind." The glare he got for that made him wonder if he had a new Vilgax on his hands.

But Marci's interest didn't last long. "So, you're a 'friend' of Gwen's?"

She actually used air-quotes. Ben blinked. He'd never seen anyone do that in real life. "No. I mean…"

Gwen's breath came in a little squeak and Marci's face split with a grin. She kept talking to Ben, but her eyes were locked on Gwen's. "I didn't think so. No one really is, isn't that right, Gwen? I heard how crowded your birthday party was. Its sad that there are so many people who will do anything for a bit of cake. I was so HURT that I wasn't invited." She reached up and patted Ben on the shoulder. "Let me guess, you're just stuck hanging out with Little Miss Perfect here until she helps you with some paper or something, huh? We've all been there."

And that was when Gwen broke. She turned and ran from the dojo.

She actually ran.

"Oh, I guess its time for Little Miss Perfect to have a little cry," the girl in purple said.

"I wonder if she wrote it into her schedule?" the other asked and they both laughed.

Marci grinned at Ben. "I hope that I didn't screw up a test for you, but you so owe me one."

"Owe?" Ben asked as he took a big step away from her. Visions of tree wedgies flew through his head. Tree wedgies or worse. So much worse. Heatblast worse…

Except - well, they were still girls. And he couldn't hurt girls. Except for Gwen.

And he was the only one who could hurt Gwen.

"Yeah," Marci said. She sighed and rolled her eyes. "Little Miss Perfect thinks she's the best at everything. If you show her even the slightest attention she'll try to run your entire life. Everyone in our school is so tired of it." Marci stopped and smiled to herself. "Well, everyone who matters, anyway."

"I don't see anyone here who matters," Ben said in his best tough-guy voice as his hands went to fists at his side. With that he turned and walked to the door. Well, stumbled off, anyway. He repeated the line to himself with every step and hoped it came out as cool as it sounded in his head.

The three burst in giggles behind him, which made him think it didn't. But the laugh didn't make him nearly as uncomfortable as one of the nameless girls calling out, "Gwen's got a boyfriend!"

And that sent him running out of the door, too. He just prayed that no one heard her.

He looked around for Gwen as soon as he was outside. Well, first he looked around to make sure that no one had heard the girls laughing at him, and then he looked for his cousin. He'd never seen her run away before. There were plenty of kids who were hanging out and waiting for their rides home, but not her. Not that he really thought he would find her that quick.

No. He knew that after that she would have wanted to be by herself.

Which was a bit of a problem, because the dojo was on the outskirts of a park. Which meant she had a lot of places to be alone in.

He walked to the edge of the parking lot. There were trees everywhere, and a small pond in the middle. Plenty of places to hide. The worst part was that there were people everywhere. Bad not just because there wasn't a single one with bright red hair or who was wearing white pajamas, but because there were way too many to not notice a big bug or blue dinosaur, no matter how fast he moved.

Couldn't do anything the easy way.

So he started walking. He didn't have any real destination, he just figured he'd have to get lucky sooner or later. Hopefully before his legs seized up and he died of exhaustion, but he doubted it.

He'd walked about five minutes when he heard a soft sniffling coming from inside a ring of oak trees and turned to it. He really hoped it was Gwen and not a repeat of Denver…

He shuddered at the memory. He really didn't need to see what he saw that couple doing. And they really didn't seem to like the giant bug bursting in on them in the middle of it. He was a little slower investigating screams in the bushes now.

He took a deep breath and stuck his head into the grove. "Gwen?" He asked, and whispered, "pleasebeGwen."

It was.

She was sitting on the ground, her legs drawn to her chest and her face buried in her knees. She didn't say a word, not unless the sniffling was her answer.

But now that Ben had found her, he was lost. He shuffled forward and tried to think of something to say. If only Kangaroo Commando had done an episode about this… Or even a 'Now you Know' segment. But no, all he talked about was fire safety and other boring things. Never anything useful.

"Go away, Ben," Gwen said. Her knees muffled the words, but he could still hear the sniffling.

One alien to punch. That was all he wanted. His eyes went over the town, but there wasn't a single siren. Or even a wisp of smoke in the sky.

Of all the days for criminals to take off…

Ben sighed as he sank down onto the ground next to her. He thought about giving her a hug. He even tried, but he blushed before he even got near her shoulder and let his arm drop back to his side.

"Are you deaf, Doofus? I said go away!"

"No."

Gwen pulled her head away from her knees and glared at him. Tears were streaking her cheeks and her eyes were already bloodshot. "Fine." She pushed herself back up to her feet and turned to storm away.

"Gwen…" Ben said. He winced as he stood. His legs definitely wanted him to make up his mind.

Gwen spun around, her face a brilliant red hue as she started screaming. "Go away! You don't have to take any more classes! You don't have to be seen in public with me! You don't have to call me when you want to go heroing anymore! You don't even have to worry about me hogging your summer with Grandpa! That's what you wanted, isn't it?"

Ben blinked. It was, or at least it used to be.

"You won, okay? You're free."

"But," - it was the socks; this stuff only ever happened to him when he had clean socks - "we're a team."

Gwen looked at him. Really looked. And then she laughed. It was a harsh laugh, the kind that hurt almost as much to make as it did to hear. "No, we're not. You're the hero. I'm just the sidekick."

"Well, yeah…" Ben said and stopped when she turned away again, her face twisted as if he'd just punched her. "…but, heroes need their sidekicks. Who else is there to watch my back? Or to keep me from doing something dangerous." He couldn't stop the grin. "Or fun."

Gwen shook his arm off of her, but she didn't try to get away again. Not that she turned around either. She just hugged herself and looked down at the ground. "But we aren't friends."

"Of course not, we're family. Family can't be friends."

"What if we weren't?"

"Weren't what?"

"Family?"

Ben frowned. "But we are."

"Imagine we weren't," she said and rubbed at her temples. "Would we be friends?"

Ben frown deepened as he thought. "My friends just come over to play video games and watch movies."

Her shoulders fell. "Yeah?"

"Well… Tom is handy in Super-Sumo Smash, but I don't think that he'd hitchhike on an alien spaceship to help me out."

Gwen finally turned, but only enough for her to watch him out of the corner of her eye.  
"You're only saying that so I'll help you cram for your next math test."

Ben blinked. Then he grinned at her. "Well, who else is going to explain all those fractions?"

Gwen glared at him for a long moment and he thought she'd storm off again. Which would lead to more chasing, which would mean more walking, which really wasn't something he wanted to do ever again.

Finally, though, her lips twitched and she grinned at him. A grin that vanished as a mortified blush covered her face. She collapsed back to the ground and scrubbed at her cheeks with the sleeves of her gi. "God, I hate her."

"I kinda figured that," Ben said and sat on the ground next to her. His stomach finally unclenched. They were back to bully territory, not feelings. He felt much better here. "Wanna go beat them up?"

Gwen smiled at the thought. "It would be fun…"

"We could give them the JT and Cash special."

Gwen small smile turned into a full fledged grin. Ben was glad he finally broke down and told her that story. "Wedgies from the dojo roof? I like it."

"Hey, you could try that fire spell on them. Give them hot-feet."

"Ben," Gwen said in warning. Not much of one, though. "I liked your last idea better."

"Good. It's hero-" he said, and was about to slap his hand down on the Omnitrix.

Gwen caught his hand. "No."

"Aw, man."

"Am…" Gwen looked away from him, but didn't take her hand off of his. "Am I really Little Miss Perfect?"

Ben shrugged. "I like Dweeb more."

Gwen smacked Ben on the arm, but there was no anger in it. Then she moved a little closer and put her head on his shoulder. "Doofus."


	8. Chapter 8: Best Day of the Year

Chapter 8: The Best Day of the Year

May, 1999

He'd been waiting all year for this.

Max looked around his home again, and wondered if there was anything he'd forgotten to get. The fridge was full, he had washed everything off and he'd spent the last two weeks double checking everything from the engine to the light bulbs in the bathroom.

The Rust Bucket was in a lot better shape than it usually was. Not that he was a slob. He kept his home pretty clean. Pretty organized. Good enough for him, anyway. And it never really bothered him if he had to leave a bit of the engine on the kitchen table for a few days so he could tweak it.

There was a reason the kids called it the Rust Bucket. He remembered buying it. It was right after he'd retired, right after he lost Ver…

Even after thirteen years he couldn't finish that thought.

He sat in his home and everything he saw reminded him of her and the boys. And his boys didn't need him. Not anymore. They'd gotten used to making do without their father for most of their lives, and by the time he retired there were too many lost years and broken promises to change that. Not that he didn't love his sons, or think that they didn't love him, but they were never close. And he didn't blame them for that. Maybe if he had told them about what he was really doing, it would have changed things. But he took an oath.

He lasted a week in that house.

He was just going to sell it and buy another when he saw the Rust Bucket. No. His girl had been a beauty back then. He took one look at it and realized he could sit at home every day and do nothing or he could go and finally see all the places he'd only glimpsed at night as he came in shooting at whatever creepy crawly was causing trouble.

It was the second easiest decision he ever made.

He went. He saw. He didn't think he'd ever come back to Bellwood except for the occasional visit until the day that his boys had called to tell him that he was going to be a grandfather twice over. So he went home.

And celebrated. For the first time in his life, he felt like a normal father as he congratulated his sons and gave them all sorts of advice. And they were both so panicked that they hung on his every word. Everyone thought it was just the first of a lot of little visits until the big day, even him, and that made it easier on everyone.

But Sandra's pregnancy was difficult. They came close to losing Ben more than once. So Max had stayed through the long six months to help.

And after he saw his two grandchildren, he couldn't leave again. Not for long, anyway. But he could never bring himself to buy another house. A house meant Verdona, and he couldn't face that.

After so many years he didn't know if he could handle living in one place anyway. He couldn't even stay at the same R.V. lot for more than a month. Besides if he did, he wouldn't be able to take his grandchildren on a summer long road trips. He opened up the pantry and saw the full stock of delicacies inside, along with a few snack cakes hidden in the back for the kids to find when he wasn't looking.

He closed the door and checked the clock. His heart was racing and he felt almost giddy. He was probably looking forward to the start of summer even more than Ben or Gwen.

Their suitcases were already sitting on their bunks. They asked him to pick them up while they were at school. Neither had wanted to wait for even so much as a quick trip home before their summer started. He fluffed their pillows as he walked past the bunks.

He was about to look at his watch again when he heard something knock against the side door. He turned just as Gwen yanked the door open and pulled herself inside. She gave him a grin as she rushed him. "Grandpa!"

"Ready for summer, honey?" Max asked as he picked her up for a hug. He grinned back. He never told her, but she had her grandmother's smile. And her eyes. Both Ben and Gwen did.

"I've been counting down for weeks!" She'd said the same thing last year. He remembered her pretending to be happy then. It was an act that only lasted until she saw Ben.

He didn't think she was pretending this year. He hoped not anyway.

"Me, too." He set her down and sighed as he looked her over. "You've gotten taller."

Gwen rolled her eyes at him as she took a step back and took off her backpack. "You just saw me yesterday."

"No, yesterday you were so tiny I could hold you in my hands." God, she'd been so small when he'd met her. With delicate hair that felt like silk and curious green eyes that took everything in.

One time, before he realized just how curious she could be, she'd gotten her hands on his plasma pistol. That was a heart attack or two. He couldn't even yell at her, not really. It had been his fault. He might have been a retired, but he was still a Plumber so he kept all the tools of the trade. He'd just been dumb enough to think that keeping it out of sight was enough.

He spent months making sure that would never happen again. That was when he started modifying his home, and once he started there was always one more thing that needed doing.

"Grandpa," she said with the silent suffering of the young. She glanced at the clock in the corner and rocked back and forth on her feet with excitement. "When are we going to pick up Ben? I want to get started."

"He still has another half hour of school."

She let out an annoyed sigh. Her school started and ended a half hour before Ben's this year and she never let him forget it. "The one time that's a bad thing."

"Your mom had everything ready when I stopped by, but we can still make a quick run if you want to say goodbye." And give his son and daughters-in-law a chance to change their minds. Sure, he understood their caution, especially after all the near misses, but still...

He knew Gwen would be thrilled to find out she was going to be a big sister.

He'd almost called the whole trip off when he'd found out, but Frank and Lili had insisted. Had said it would be a heck of a surprise for Gwen when they got back. It was supposed to be a surprise for all of them, but Max knew the signs. He didn't agree, but it was their decision. Now the hardest part would be keeping the secret.

"I'll give her a call," Gwen said. Her expression darkened just a touch. Something Max didn't think anyone but he would notice. He didn't know what had happened between Gwen and her mother in the past year, but he knew that something had. He just wished that one of them would tell him what so he could try to fix it.

But so far neither would say. Not even Gwen, and she shared everything. Being left out of the loop was a change, and one he didn't like.

Some things didn't change, though, like her needing everything in its place. She slipped past him to get to her bunk in the back and started unpacking. She tossed her backpack on her bunk and opened her suitcase so she could start putting everything away. At the very top was a very familiar set of white Capri's and light blue kitty t-shirt. An outfit he remembered her saying she couldn't wait to change out of by the end of last summer. "I didn't know you had a lucky outfit, too."

"It's not lucky," Gwen said with a slight huff, "it's comfy. Only Ben has lucky shirts."

"We're just lucky he's washing them." Grandpa Max said. "I hear he's even wearing clean socks now, thanks to someone."

"He wasn't going to embarrass ME in front of Sensei."

Max just chuckled a little. He knew that tone of voice. Everyone who spent more than five minutes with his granddaughter knew that tone of voice. Even her parents would give in more often than not. Ben was the only one he knew who could ignore it.

"How is Isamu doing these days?"

Gwen gave him an annoyed look as she corrected him. "Sensei is doing well. Though he did say it had been a while since you visited."

Grandpa thought back and sighed at how time had flown. "It has been. I'll have to make it up to him when we get back."

Gwen smiled, but sifted her feet and her face got a very familiar look on it. It was the same look she'd gotten when she started to drag the laser pistol around in one fat little hand. "We… Ben was wondering… is – was Sensei just someone you met as a plumber, or was he a Plumber?"

Isamu was a man who needed his toilets fixed and Max had a cover to maintain, but what was the fun of telling her that? He smiled at her and knew he was about to drive her crazy. "Isamu's a good friend."

She scowled at him, but she didn't ask anything else. From the look of things she was too busy grinding her teeth to say anything. She pulled about a dozen books out of the bottom of the suitcase and carefully lined them up on the shelf he'd emptied off for her.

Max looked over the titles as she put them away to see which she thought were important enough to bring with her. Most were books he'd never heard of. One was a familiar and very well read copy of Huckleberry Finn. It had been his favorite book, one he'd passed on to her last summer. She slipped a hard cover physics book next to it. Well, the dust jacket said physics, the soft pink cover under it suggested differently.

He didn't pry, but she better hope that Ben didn't see it. If he found out she brought a romance novel she was never going to hear the end of it. And that would make for a very long summer.

Next came the familiar spell book she'd taken from Charmcaster, but it was the last one she put out that caught his attention. It had a simple leather-covered journal that he'd had passed on to her last Christmas as a favor. There was a bright blue bookmark inside, but he had to admit that he was disappointed to see that she was only a quarter of the way through it.

"I thought you would have enjoyed this more," he said as he picked up the book and opened it to the page she'd marked. The pages were covered with handwriting so small and tight it would have given him a headache to read it if he wasn't already used to the chicken scratch.

Gwen turned and brightened when she saw what book he'd picked up. "I do! It's one of my favorites! This is the third time I've read it. It's answered so many of my questions on how my spells work. The woman who wrote it was brilliant."

"I'm glad to hear that," Max said as he closed the book and put it back down. "But how do you know a woman wrote it?"

Gwen just gave him a look. "It had to be a woman. She made sense."

"Ouch."

"Grandpa." Gwen turned back to her clothes and grunted as she tried to shove the last few blouses into her drawer. "I should put some of this in one of Ben's drawers. It's not like he need that much room for his lucky shirts."

Max shook his head. "Would you let him keep his stuff with yours?"

"No," Gwen admitted with a sigh. Then she scowled. "Not that that would stop him."

"He is stubborn."

"I know. It's so annoying."

"It's a good thing there's no one else here like that."

Gwen sniffed delicately and lifted her chin a little. "I'm not stubborn. I'm right."

"You're as right as a mule sometimes."

Gwen laughed and gave him another hug. "I've missed you, Grandpa."

"I've missed you too, honey," Max said. "I've missed both of you."

"Even Ben?"

"Even Ben," Grandpa Max said. He glanced at the clock. "Speaking of whom…" They made their way up front and he started the R.V. while she sat in the passenger seat and leaned forward like she thought that it would make the Rust Bucket go faster. "So, how was your last day?"

She gave him a debriefing that the Pentagon would have said was to in-depth as they drove. He heard about everything from her finals, to what students were going to have to take summer school without her help, and which classes she wanted to take next year. And as she talked she sprinkled in little stories about the terrible luck that a girl in her class named Marci had been experiencing for the past few weeks; pins on the chair, missing lunches, spraying water fountains and the like. Gwen always looked so embarrassed for the girl when Max glanced over at her.

At least until he said, "And here I was worried about Ben being the bad influence." And that was when she blushed and looked away. Max didn't say anything more about it though. He'd done worse in his day.

They pulled up in front of Ben's school just as the students started stampeding out. Ben wasn't the first one out the door, but he was the first to the parking lot. Gwen saw him first, and leaned out her window to scream for him to hurry up. He came at them in a flat run with his backpack dangling from one shoulder. He slammed into the side of the Rust Bucket with a thud and yanked open the passenger side door.

"Ben!" Gwen squealed in surprise as she jumped back in her seat just quick enough to avoid tumbling out of the Rust Bucket. "We have other doors, you know!"

"I know!" Ben said with a smirk as he pulled himself up and crawled over her to get inside.

"Get off of me, Doofus!"

Ben's grin just grew as he rolled off of her. He pulled off his backpack, spun around to toss it back deeper into the Rust Bucket. Max thought he was going to sit in the back passenger seat, but instead he leaned over the back of Gwen's seat. "Hey, Grandpa! Let's roll!"

"Yes, sir!" Grandpa Max said with a chuckle. He put the Rust Bucket in gear and tried not to dwell on the fact that Ben had grown, too. He wasn't as tall as Gwen yet. Sometimes he thought that Ben would always be shorter than his cousin. But no matter how big he got, Max still had flashes of the first time he'd seen his grandson.

If Gwen had been small, then Ben had been tiny. Tiny, but with lungs of someone three times his size. And he could cry for hours. Max was just glad he'd gotten the Rust Bucket kid-proofed before Ben's first visit because he was just as bad as his cousin when it came to getting into things. And the two together… He'd seen hurricanes that were less destructive than his two grandchildren when they were babies. And they'd glow the whole time.

They'd proven a dozen times last summer that some things never change.

Too much did, though. There were times he would have given anything to stop things the way they were.

The thing was that he could. Or, at least, he knew what things he'd have to get to do it. But he could never do that to them. They had too much to look forward to. And were in a hurry to get to it. Speaking of which, he pressed down on the gas once they were clear of the traffic and headed east.

"So, anywhere you kids want to go this summer?" He winced even as the words left his mouth. When he'd asked last year it had started a screaming match that only ended when Gwen had stormed off and locked herself in the bathroom and Ben sulked in the passenger seat until they got to the campsite.

Gwen was bouncing in her seat with excitement as she said, "There's a World Karate Championship League exhibition starting in L.A. in a few weeks."

"We thought that would be cool to see," Ben added. And he actually sounded excited about it.

"Sounds good to me," Max raised an eyebrow, not at Gwen's excitement, but at Ben's. "You must really be enjoying the classes, Ben."

"They're all right," Ben said in a bored tone that would have made Ben Stein proud.

Then Gwen twisted in her seat and gave her cousin a look Max thought he'd never see on her face: pride. "He's doing great, Grandpa. Sensei already says he's the best in his group."

"Like that's a big deal. Most of my group need paramedics when they walk in the door."

"The Sensei doesn't say anything he doesn't mean," Gwen growled.

"So he meant it when he said I was as good as you were when you started?"

"He did not!" Gwen shouted. She fell back into her seat and crossed her arms. "I said you were doing good, not great."

"You said I was kicking butt."

"Lazy, out of shape butts."

"So, the karate finals it is," Grandpa Max cut in. To his surprise it stopped the fight. "Anywhere else?"

Ben shrugged. "We kinda want to go see Roswell."

Max felt his hands tighten on the steering wheel. He'd avoided the state last year in the hope that they wouldn't ask to go there. He should have known that it wouldn't last. He'd found out about Verdona there, just after the final fight with Vilgax - he still couldn't believe that he'd used a nuke, or that it didn't work- and went a little crazy. Xylene found him in a bar that night after drunk out of his mind. She helped him, and he loved her for it. And then she'd left, too. He retired the next day.

To see it all again...

Gwen must have seen his knuckles go white, because her voice went soft. "We don't have to Grandpa. We just wanted to see where this alien stuff started."

"It'd be cool," Ben said, still excited. "I want to see where the saucer… " His words died in his throat as he finally caught the wide-eyed looks and less than subtle head shaking that Gwen was sending his way, "crashed. But it's just an idea."

"Maybe-" Max said, his voice thick with emotion. "Maybe we can skip that one this year, guys."

"Sure."

"Just an idea."

Max nodded and forced his fingers to relax. "Anywhere else?"

There was another long silence. Finally Ben spoke up. "While we're in L.A. we could hit some of the museums there. Maybe stay a few days." Max jumped a little at that and looked over at his grandson. From the look on his face, each word had been agony to get out, but he somehow managed to say them.

Gwen looked just as surprised. Happily surprised. "And there's the new Super Sumo Smash movie coming out in a couple of weeks."

"All right, who are you and what have you done with my grandchildren?" Max asked. He was grinning, but his right hand made its way to a small button under the dash to turn on the Rust Bucket's scanners, just in case.

The two looked at him, then at each other. They both shrugged and turned back to him and asked in near harmony, "What?"

"Nothing." He shook his head and relaxed as he read the small display that was being shined into his retina. It was definitely them. "I'm just glad to see you guys are getting along better this year."

"Are not," Ben said and gagged at the idea.

"So not," Gwen agreed with a shudder.

"Dweeb!" Ben reached down and flicked Gwen's ear.

Gwen reached around behind her seat and clawed at Ben's leg. "Doofus!"

"Okay, okay! I knew I shouldn't have said anything." Not that it stopped the fight. Grandpa Max shook his head and listened to them to carry on. There wasn't any of the anger of last summer in their voices any more, he realized with a pleased smile. No, this was more teasing than anything mean, so he didn't see any reason to stop it.

Besides, listening to his grandchildren fight made it feel like summer had really started.

And then the dashboard buzzed. Ben and Gwen both grinned at each other. "And things are back to normal," Ben said, his hand already going to the Omnitrix.

A vent in the dashboard slid up and a green hologram painted itself across the inside of the windshield. It moved from Bellwood to the mountains that were just a few hours away before it settled on one mountain in particular. Or, more accurately, the base buried underneath the mountain.

Max read the code on the bottom. It was an alarm coming from a single motion detector deep inside the base. Probably a malfunction. The base's computer would have just filled it away to be fixed later if Max hadn't reset the alarm level. After all, no one had been in the facility since it was mothballed years ago. No one but-

"Hey, that's the base you've been taking me to!" Ben said as he leaned over and looked at the map.

Max could only nod as he felt his stomach knot in worry. He reached for the overdrive button and felt the Rust Bucket shake as the jet engines on the outside flipped into place. It looked like it was going to be a normal summer.

For them, at least.


	9. Chapter 9: Normal, Again

Chapter 9: Normal, Again

"-see the place, Gwen. Its like the best mall you've ever been to-" Ben said as he followed her back up front. He'd been telling her all about the place for the last half hour. He'd even stood on the other side of the bedroom door as she changed into her Plumber's jumpsuit.

Gwen picked at the sleeves as she sat down. It felt like it had shrunk. "Does it have any clothes stores?"

"As if. But its got labs, and an armory, and even a hang…"

"Then its nowhere NEAR the best."

"God, you're such a GIRL. Can you believe her, Grandpa?"

"Can he believe what? That I CARE about how I look?" Gwen said. She tried to sound upset, but it was hard to do while she was grinning. She'd missed this. It was so easy to push his buttons. For the first time in months, she could relax.

She must've pulled off the upset better than she thought, because Grandpa Max gave her a pleading glance to stop. Which turned into a full on confused stare when he saw her smile.

"I care," Ben said. "I just look good in anything, so I don't OBSESS over it, unlike some people."

Gwen flinched at that. "I don't obsess."

"Do too."

"Do not." She felt his foot kick the back of her seat and for a second she thought about reaching back and giving him a zap with her new lightning spell. She couldn't do much with it yet, but she could make a heck of a spark. Tempting, but she was in too good of a mood. "I'm just glad that I finally get to see the mystery base."

"It wasn't a mystery, Gwen. I just knew how much you do after school and I thought you would be bored," Grandpa said.

"Because I find fancy science stuff so boring."

She heard Ben sigh. "I told you we should have asked her."

"Sorry, honey," Grandpa Max said.

"Its okay. Are we close?"

What looked like an abandoned gas station flew past them. An abandoned gas station that must have been on fire once, because all that was left were the singed walls. "Almost," Grandpa said.

"Its going to be so cool," Ben said again. "First we ride this huge elevator down, and then its like..." Ben stopped as the jet engines on the side of the Rust Bucket died. The sudden quiet after an hour of the roar of the engines made her ears hurt. The whole R.V. Started to shake as they slowed down. She watched the road start to curve up ahead to get around the mountain that they'd been driving towards for the last hour, but Grandpa Max didn't turn. Gwen thought it was normal until Ben cleared his throat. "Grandpa, we're missing the turn."

"And the road!"

"We aren't taking the road. Hold on!" The Rust Bucket jumped off of the road and onto the dry ground with an explosion of dust and a jolt that sent Gwen bouncing back up. Her seat belt dug into her as it held her in place. She heard Ben grunt behind her, but Grandpa didn't move or make a sound as he watched out the windshield.

"This isn't the way we usually come."

Gwen hoped not. If they had to do all this bouncing around she was just as happy that she got to stay home.

"We're not walking through the front door if the base is sending out alarms, Ben."

"Why not?"

"Don't mind him, Grandpa. He just likes getting shot at." Which was close enough to being true that she wondered about her cousin. "Can't we just walk, though?"

"We're almost there."

The mountain was closing in fast enough that she started to think that they were going to drive right into it when Grandpa Max finally hit the brakes. Gwen wiggled out of her seat belt and hopped out the door just as the Rust Bucket rocked to a stop, but Ben still somehow beat her out. "Too slow!"

"So immature," she said, even as she wondered how she could have gotten out faster. She looked around, and except for the base of the mountain that was still a mile away the only thing nearby was a boulder about the size of her house. She couldn't imagine what had made it roll so far.

She looked at Ben, and he nodded as he started twisting through the Omnitrix to pick the perfect alien. When Grandpa Max came around he was double checking his pistol before he holstered it. They looked at him and asked, "How do you open it?" at the same time.

"That obvious, huh?" Grandpa Max said as he walked past them. They followed only a step behind. He circled the rock twice before he found the perfectly ordinary section he was looking for. He raised his gloved hand and pressed it against the rock.

"How does it scan your hand-print through your glove?" Gwen asked.

"It doesn't. Its hooking up to my suit to take my bio readings."

"Wirelessly?"

Grandpa Max shook his head."With a bunch of little spikes. It's a little surprise in case someone does think its a hand print reader."

"Do you ever think that the Plumbers may be a little TOO paranoid?"

"No such thing." The rock groaned and Grandpa ushered them all back as it started to raise. The whole rock. It had to weigh tons. All the sand that had been blown on it poured off in little sand falls. Under the center of the rock was a ten foot wide square that led into darkness. "The elevator should have come up with it. Ben?"

Ben nodded. "I've got the perfect one." He slammed his hand down. When the green light faded a seven foot tall werewolf stood in front of them.

"Fleabag?" Gwen asked.

"Benwolf," he rumbled back.

Gwen made a face. "You can do better than that."

The wolf stared at her and his ears went flat. "Furface?"

"I like Fleabag, but that can go for any of your forms. So Furface is good."

"I am going to shed all over your stuff," Ben promised, but his tail wagged just a little as he stepped up to the edge. Despite his size, his three clawed feet didn't make a sound as he walked across the sand. He stuck his head over the edge and took a couple of deep sniffs and grunted. "Wow, something smells rank down there."

"Rank, how?"

"Rank like the day the engine of the Rust Bucket started spewing up stuff," he took another sniff and gagged. "No, ranker. Like that goop the Dweeb smears on her face rank."

"That is an expensive face cream!"

"That smells like something Stinkfly hocked up," Ben said without looking at her. "Want me to go down?"

"Its about thirty feet down. Be careful."

Ben nodded and hopped into the hole. Gwen held her breath until she heard the heavy thump a couple of seconds later. There weren't any curses or screaming, so the Doofus must've landed okay. No shooting, either. "Spaz," she muttered down the tunnel.

"Freak," Furface's voice echoed back up. "It's clear, Grandpa, but I don't think this elevator is going anywhere. There's red stuff spewing out from under it."

"Hydraulic fluid," Max said and sighed.

"It must have sprung a leak," Gwen said.

"Or someone found it," Grandpa Max said. "We'll be down in a minute, Ben."

"I'll check up ahead," Ben's voice echoed up.

"Wait for us before you start anything," Max called down as he moved around to a ladder that had been carved in the side of the wall.

Gwen wasn't the least bit surprised that Ben didn't answer back. He was probably halfway down the tunnel by now.

"I think I have a better idea," Gwen said as she eyed the very small ladder and thought about how much she did not want to climb down it in the dark. She closed her eyes in concentration and said the old words. She felt the spell move through her, from the bottom of her feet to her outstretched hands. When she opened her eyes there was a light blue disc waiting just over the edge of the shaft

"Are you sure you can hold it?" Max asked as he eyed the disc.

Gwen answered by stepping out. She always expected the disc to be a slick as glass, but it was more like walking on a freshly cut lawn. There was just enough give in it to keep her from slipping off. There was a pinch behind her eyes as she stepped on it. The pinch got worse when Grandpa Max stepped on it, but it didn't hurt any more than when she spent too much time reading. She thought of the disc descending into the pit and it did. The hardest part was keeping them from falling too fast.

Grandpa Max stepped off of the disc once they reached the bottom and shook his head at the ruined elevator. Gwen stepped off next to him and let the spell go. The disc disappeared with a little pop as she turned her attention to the tunnel. She'd been worried that it was going to be a cramped, closed in space. She never thought that it would be huge, with the roof was easily ten feet above her head. If it wasn't for the flickering red light and the fiery shadows they cast it would have been fine. Gwen shivered. "Could they make the place any creepier?"

"Creepy is how you know you're in Fort Tesla," Max said as he led the way down the tunnel at a jog. He followed the three clawed tracks in the sand and dust that slipped in and covered the floor over the years. He looked around and got a look in his eyes that always came just before he started talking about the old days. Most of her friends hated that look, but their grandpas never told stories about jumping out of a UFO just before it exploded.

"This used to be the base that we brought all the alien tech so we could figure out how to use it. From their toothbrushes to their ships. Back in the heyday of the Plumbers almost five hundred people used to work here. Not as many as at the Rushmore base, but it was still big. This was the place most of the technical work was done. All the best equipment we could buy, borrow or – um, borrow from a dozen systems… "

"Used to?"

"They mothballed the place after I left and consolidated it with Fort Edison out east. That was where we manufactured all of the stuff we figured out how to copy."

"Where out east?"

Grandpa Max shook his head. "East."

"Is it close?"

"Gwen."

"Can't blame me for being curious," she said as innocently as she could. She could get it out of Ben later.

"Ben doesn't know either," he said, as if he could read her mind. "Now, let's catch up with him before he gets in trouble."

"Ben? In trouble? No. Not Ben," she scoffed.

A howl of pain echoed up the tunnel.

"It was a joke, Doofus!" she shouted, her face white, and ran. She heard Grandpa Max call after her, but she didn't even slow down. Her best time running a mile at school was just shy of eight minutes. Now, even in boots and a jumpsuit, she beat it.

"It really does look like a mall," she said in awe as she stopped just at the mouth of the escape tunnel and looked out at the base. "A really, really big mall."

The main hall was huge, almost 50 feet from one wall to the other and the ceiling was twenty feet above her head. The walls even retracted in places like store doors to show off what looked like huge labs behind them. Every few feet there were doors, and she could only imagine what was hiding behind them.

Unfortunately, it was a trashed mall. Worse than even anything even Ben had ever managed.

There were papers everywhere, broken glass, broken lights. Someone had actually gone to the trouble of breaking each and every light in the ceiling. Only the flashing red emergency lighting still worked. Pieces of the wall and floor had been pried out of place and the wire underneath them torn out by the mile. Bits of what had to be alien equipment were lying crushed on the ground. And whatever couldn't be torn out and destroyed had been melted or burned in place. The smoke was still lingering in the air. Even the dividers between the labs and the hall had been torn from place and crushed.

And, for some reason, there was a box spring from a bed lying on the floor right in front of the escape tunnel.

And Ben was in the middle of it all, surrounded by seven ... things that were as tall as her and there were three more on the ground and not moving around him. They looked like snakes and flies that had gotten together and had a nightmare. With wings and three sets of – Gwen couldn't think of what to call them except for arms. Not that they had fingers or anything. They were more a series of segmented stalks with the segments coming closer together until they were too close together to see at the end. And they had stingers the size of her forearm at the end of their tail.

Gwen watched the bug monsters and felt the same flash of fear she always did. She heard the little voice in the back of her head that told her that this was crazy and dangerous and she was only eleven and if she was even half as smart as she thought she was she would go hide somewhere and let someone else deal with this.

But the only other person was her Doofus, and there was no way he could do this without her. So she pushed the fear aside.

Case in point, one of the bug monsters was on his chest with all six of its arms were wrapped around his arms and bits of fur or uniform, while its body slithered against him. Ben had one arm between them and the other wrapped around the stinger that the monster was trying to drive into his stomach. There was a crack as the stinger snapped off in his hand.

The thing writhed in pain, but it didn't let go. Instead the thing Gwen had thought was its head split open and a disgusting, dripping pale yellow sack popped out like an airbag. Ben yanked his head back just in time to keep it from his face, but it twisted and landed on his right shoulder instead. The second it landed, a thick white smoke rose up from where it hit and the smell of burning fur filled the air.

Ben brought up his free hand and clawed at its stomach. "Will you stop doing that! It's beyond disgusting!"

Gwen saw one of the bug monsters fly behind Ben. It hovered in the air for just a second as it aimed and dove down at his back stinger first. She raised her hand and threw an explosive ball of magic at it. She hit the monster dead center. It fell from the sky and laid twitching on its back when it hit the ground.

Ben didn't even glance over as he danced around with the one he was wrestling with. "About time."

"Hey, you could have waited."

He was about to say something when the thing opened its mouth again. "I don't think so." His muzzle spit open four ways. Gwen shoved her hands over her ears as he howled. The debris on the floor danced from the sonic assault. The monster tried to hold on, but it was ripped away – along with some good sized chunks of fur - and sent bouncing down the hall.

He jumped into the air before he even stopped howling and pulled another bug from the sky. He twisted it under him and landed on it feet first, and even with her ears ringing she heard it go pop under his weight. The rest aimed their stingers at him and got ready to attack.

"Hold onto something!" Gwen shouted. Ben nodded and got low as she called out, "Atherius Expectorium Perpetua!" A whirlwind sprang out from her palm. Her jumpsuit fluttered around her as the wind sucked in air from the tunnel behind her. Within seconds of being cast the spell was strong enough to start sucking up the debris on the ground.

The five bugs still in the air dropped down and clutched at the ground as Gwen threw the spell at them. She only caught two directly, but the other three were tossed around or hit with enough bits of debris to hurt them. It gave Ben the chance to pounce on two of them before they could recover. His jaws just finished crunching down on the second one when the third leapt for his back. He spun around and caught it in a perfect, if basic, spin kick. The thing went flying away and slammed into the wall.

"You have been paying attention," Gwen said, and she didn't even try to hide the pride in her voice. She was so glad that she had a partner to practice with this summer. She had done all the exercises she could do by herself last year, but it just wasn't the same.

Ben shrugged and pushed himself back onto Furface's hind legs. "Have to. I'm not waiting two years to beat you."

Gwen grinned. "Bring it on, fleabag."

Ben looked over at her and gave her a doggy smile. "Oh, I – look out!"

She looked up just in time to see one of the monsters dropping down on her from the ceiling twenty feet over her head. She sidestepped just in time to avoid its stinger, but that barely slowed it down. It caught itself on its back four arms as it reached for her with the front two. It opened its mouth, and for the first time she saw the short sharp teeth that lined it.

She brought her hand up and called up the magic platform as a shield between them. Her head pounded from the effort of calling up that much magic so fast.

The monster bug stood on its back two arms and so the other four could all flail around the edge of the shield in a desperate attempt to reach her. She felt one touch her cheek and screamed as she felt the short sticky hairs on it catch against her face.

She wasn't thinking about the spell as she pushed her hand out, she jut wanted to get the monster as far away from her as possible. The shield went flying away from her and slammed into the wall with the monster bug between them. The shield shattered from the blow and the bug monster collapse to the ground. Gwen looked at the monster, and then stared down at her outstretched hand. She never even thought of using the spell like that. "Wow."

"Show off," Ben said as he padded over.

"If you've got it," she said and wiggled her fingers. Her grin faded once she got a good look at him. Furface was a mess. The skin around his chest and shoulders were bleeding a little from having the fur ripped out, and he had burnt patches on his shoulder and and a huge one on his back. The skin on his back was burned and still smoking a little. She wished she had something to wash it off with.

He fidgeted under her attention. "That was a lucky shot. I'd grabbed him before I knew they could spit goop."

"Why didn't you wait?"

"That's what I want to know," Grandpa Max said as he came out of the tunnel. He was only a little red and winded from the run.

Ben looked back and forth between them. "Some of them were already coming up the tunnel, Grandpa. They saw me and I didn't want to get stuck fighting them in there. So I tackled them."

Grandpa Max stared at him for just long enough for a worried whine to start in the wolf's throat. Then turned to Gwen. "What about you?"

Gwen met his eyes and only cringed a little. "Ben needed me."

As if saying his name was a cue, the Omnitrix beeped and flashed and he was back to his old self.

"Okay. But we're going to do this as a team now." Grandpa Max said. He looked down around and seemed to deflate a little. She could only imagine how it must have looked the last time Grandpa Max saw it. Seeing it like this...

"We already found the guys that did this, Grandpa," Ben said and waved him over to one of the bug monsters. "What kind of alien is it?"

"Why? Do you want to add it to the watch?" Gwen asked as Grandpa went over and kneeled down next to the monster.

"Are you kidding? Did you not see that yellow thing it kept spitting at me? I've picked things out of my toes that were less gross than that."

"So, it'll be a step up for you."

"We'll see if you still think that tonight," Ben said and knelt down on the other side of the bug from Grandpa. He twisted the knob at the top of the Omnitrix and the display went yellow.

She looked at the thing's face and knew she was going to wake up with it staring down at her in the dark. She couldn't help the shiver that went up her spine. She rushed him and tried to pull his arm away. "Don't you dare!"

The Omnitrix beeped. "Too late!"

"If they are aliens, I've never seen them before," Grandpa said with a clinical voice behind them. He stood up and looked at the rest of the beaten monsters. "That yellow thing was its stomach. That's how they must eat. They go up and eject their stomach on their food and then pull it all back inside. That way digestion begins before they even get the food in their bodies."

Gwen paled and knew that it wouldn't be safe to sleep for a long, long time. "That's so wrong."

"It spit its stomach on me?" Ben asked in a panic as he pulled off his lucky shirt and started spinning around to see if the goop was still on him. "It spit its stomach on me!"

"It got you?" Max said with just a bit of panic. He hurried over and looked Ben over. "It doesn't look like there is anything on you now, but you better wash up when we get back to the Rust Bucket just to be sure. Gwen, make sure that he does. Gwen?"

"Sorry, Grandpa." Gwen blinked and looked away. She'd just been worried, that was all. She wasn't staring. Why would she be? It wasn't like this was the first time she'd seen the Doofus without a shirt. "I've been trying to make Ben take a shower for years now, but I'll do my best."

"We've beaten up whatever they are. We can hit the road, right?" Ben asked as he stared at his shirt for a moment before he put it back on.

"Not until we check the whole base."

"Give me a few and I'll XLR8 it."

"We can still look around until then," Max said. He looked to the right. Gwen followed him and saw the hall end about two hundred feet away. Instead of the big lab doors, it was lined with little ones. "The dorms are back there. Ben, check those first. The hanger and control room are down this way."

With that they turned and walked left. Gwen was about to ask how people got around in such a big place when she saw a pile of golf carts that all looked like someone had worked them over with sledge hammers. They were all tossed into a pile in the middle of one of the larger labs. She kept looking around, and realized that someone, probably the bug monsters, had been going around organizing things into piles. "Why is everything so big?"

"So we could take apart ships. The smaller labs are down the hallways. Hopefully the security cameras are working or this will take a while even with XLR8," Grandpa Max said.

They were stopped by a pile of debris that was as tall as Gwen that stretched from one end of the hall to the other. There was a giant hole that went through the ceiling and the floor of the lab that the machine must have been torn out of. Whatever it did, it was massive.

"The quark scanner. We only had two," Grandpa said and he sounded heartbroken. "It took us a year to get our hands on this. And months to put it in place. I can't believe that they tore it all out."

Ben stared at the pile as he tried to figure out how to climb it. Gwen didn't wait. She gave it a quick look and scrambled to the top. She leaned down to Ben and held her hand out.

Ben snorted. A second later he climbed up like he was part mountain goat and was standing right next to her. She sniffed and he rolled his eyes while Grandpa Max climbed up behind them.

And hurried down the other side. When he hit the ground he did it at a run. Gwen and Ben stared after him before they hurried to follow as Grandpa Max knelt beside a man that they never even saw while they were playing king of the hill. A man dressed in a Plumbers uniform.

Or what was left of a man. He was still alive. He was even still in one piece. The only problem was that that piece wasn't all human anymore. It was like a cancer that had eaten away at his left side. His arm had shrivelled into a green and plated stick that was lined with ridges and sharp enough to tear through the side of his uniform. Ben froze and Gwen's hands went to her mouth in shock.

Grandpa Max didn't even hesitate as he knelt down and touched the man. The man jerked at the touch and made an odd hissing noise, but Grandpa Max didn't let go. "It's okay, I'm a Plumber, too."

The man stopped fighting as Grandpa Max gently rolled him onto his back. And even he froze when he saw the man's face. It was a mix of human and alien. He had sandy brown hair and his face looked old – like her parents' age old. His human eye was wide with terror and pain. The other… The other was a mix of mirrors that reflected the dark hallway around them set in an armored green plate. There was a pincher growing out of his left cheek. The man just stared and whimpered as the pincher bit at the air.

"Jerry?" Grandpa Max asked, his voice catching as hurried over and knelt down next to the man. The man looked at their grandfather and calmed. He might have even tried to grin, but the alien half of his face wouldn't cooperate. "I didn't think that anyone else would have checked the alarm. How many were in your team?"

Jerry tried to open his mouth, but the bits wouldn't cooperate. He reached out with his human hand and tapped twice. He searched Grandpa's face with his human eye. His alien eye... Gwen couldn't even imagine what he saw through that eye.

"We haven't found them yet, but we will. Can – can you tell me which way they went?"

The man tried to turn over and point with his human hand, but he let out a hiss as his body spasmed with pain. Ben dropped to his knees and grabbed the man by the shoulders to try to hold him in place while Gwen took the man's hand. His hand felt cold under hers as she squeezed down as hard as she could, just so he would know that he wasn't alone. He turned just enough to look at her, and his eye went wide. "Over there? The door twenty feet down?" she asked, and pointed at one of the busted open doors. He closed his eye and nodded, his body shaking with the effort."

"Thank you. I've already called it in, Jerry. We'll fix this."

The man made a horrible noise that could only have been a laugh as Grandpa reached into the small pack at his thigh and pulled out a small cylinder. "You youngsters have no faith. We've dealt with this before. When you wake up, you'll be fine." He twisted at a dial at the bottom and pressed the cylinder against the man's neck. "I promise."

There was a hiss. The man's eye fluttered. Just before he went under Gwen leaned forward and gave him a kiss on the forehead, right where the two bodies mixed into one. A single tear leaked from his eye as he went still. Gwen looked at him and her eyes burned. "Can you help him?"

"I'll be able to tell when we find the man who did this."

"Animo," Ben said. He spat out the name.

Max nodded.

"There are two more people here," Gwen said as she stood back up. "We have to save them."

"It's what we do," Ben said. He gave the man's human shoulder a squeeze before he stood up and started walking to the door. Gwen hurried up next to him, but she couldn't take her eyes off of the man. She didn't know who reached for who, but she knew she was glad to feel Ben's hand brush against hers.

The door was open and inviting. Just looking at it made Gwen's stomach ache with worry. She held out her hand to call out another shield and glanced over at Ben. He nodded and reached for the Omnitrix.

A second later Wildvine was walking next to her. Gwen felt the usual flash of memory of the vines dragging her underground as she heard its vines drag across the ground, but she was glad to see him.

Ben tilted his head and looked at the floor with Wildvine's one large eye as his roots spread out. Gwen wondered why when she felt the floor start to shake under them. "There's-" Ben began, but that was as far as he got before something came bursting through the door in an explosion of cement as it shattered the door frame.

Gwen called up her shield in front of her and Ben and got a quick glimpse of something huge and gray heading towards them before it burst through. Something hit her and sent her sprawling to the ground. She heard Grandpa shout and shoot.

Her head spun as she reached out, but she couldn't find Ben. She forced herself to her feet and looked. The gray blob was a man, she realized. Or something that looked like a man. One with dark gray skin and even taller than Grandpa. He was racing towards the wall with Wildvine caught on the top of his head.

They hit the wall so hard that the concrete face of the wall shattered for ten feet around the impact point. The man shoved off of the wall with both hands and turned. There was a foot long horn in his forehead just above his eyes, a horn stained green. Once she saw the horn she recognized him, but it didn't matter.

"Ben?" Gwen asked as she watched Wildvine slump to the floor and not move.

"Ben!" Grandpa Max shouted and fired a half a dozen shots at the rhino guy.

They hit him in the chest, but he just grinned. "An old man and a little girl," he said, his voice a rumble. Then he looked back at Ben on the ground. "And a monster. The boss warned me about you. Told him the big bugs weren't enough. Oh, well. One down, two to go." He lowered his head and charged again at Grandpa Max.

Grandpa Max didn't flinch as he fired a dozen more shots at the man, but had just as little effect. He jumped to the side at the last second and rolled. The rhinoman didn't slow when he missed, he just turned towards Gwen.

Gwen charged at him. She didn't use magic. She didn't think it would work if Grandpa's gun didn't and she didn't need the distraction, but if magic didn't work, maybe karate would. The man laughed and lowered his head. Gwen sidestepped him and kicked out at his knee as he passed.

The man howled as his knee popped. He howled and stopped, but he didn't fall. Instead he just turned around and glared at her. "You're that eager to follow your pet? Fine."

He took a step forward and and Gwen stepped back, her mind racing. She'd thought that that would be enough, she didn't know what-

"I'm not her pet, she's my sidekick!" Wildvine shouted as he raced past her. He launched himself at the rhino guy. The rhino guy reached out to punch him, but Ben slipped around him and caught the man's arms in a Full Nelson while the roots of his legs grew and circled around the man's stomach.

"Get off of me, weed," Rhino grunted as he tried to pull his arms free. Gwen saw the vines around his chest tighten as he talked. His last words came in a wheeze and his face went red.

It only took her a second to figure out Ben's plan. They couldn't zap the guy, but he still needed to breathe. Wrap enough vines around his chest and squeeze every time he took a breath, and that would stop. "Clever," she whispered. But it wouldn't work if the guy got enough of the roots off to breathe.

Gwen charged forward and jumped. She had to kick off of the man's bent knee to get high enough. She shoved her hand in the man's face and shouted, "Fulgor!" Lightning crackled out from her fingers. The man screamed and pulled his arms free from Ben's grip but instead of trying to pull the vines off his hands went to his face. The man let loose a stream of words so bad that Gwen couldn't help glancing over at her grandfather out of guilt.

Each word came out a little more breathless as Ben squeezed his ribcage tighter. The man realized at the last second what was happened. He reached down to tear at the vines, but his face was so red it was almost purple. The muscles in his neck stood out like cables as he strained to take a breath, but as strong as he was, Ben was stronger. He only lasted a couple of seconds before his eyes rolled back into his head and he fell to the ground.

Ben held on for another second and then slithered free. He came up to her and looked her over. "You okay?"

Gwen nodded and rubbed at her right arm, which hadn't even hurt from her fall until he mentioned it. Her eyes went to the hole in his chest. "You?"

"Oh, that. He just caught me by surprise," Ben said. He squinted and the plants that made up Wildvine twisted until the hole closed. He looked down and cocked his head to the side. "I think I recognize sleeping ugly."

"We saw him in..." She glanced back at Grandpa Max, who was just staring at them. She lowered her voice and leaned in closer. "We saw him in the future!"

"Oh yeah!" Ben said. "Wanna give him an atomic wedgie?"

Gwen giggled. "That would explain why he was so mad at us."

Ben chuckled and bent down, but Grandpa Max came up and gave them both an odd look. Then he looked at the man and pulled the sedative out of his leg pouch again. He turned the dial all the way up and injected it in the man's neck. He wasn't looking at them as he said, "You two make a good team. Glad you haven't gotten rusty over the last nine months."

"Must be the karate," Ben said just a second later, the words coming out in a rush.

Gwen could only nod and think that it was so unfair that she was the only one who could blush when Ben was an alien.

Grandpa Max just stared and she knew that he didn't believe them. She was ready for the worst when he turned away and started walking to the ruined door. "Let's find Animo."

Ben and Gwen followed. Ben leaned in close again and whispered, "What he said after you zapped him, did you get all of that? I was kinda busy."

It only took her a second to realize what he meant. She gave him a very evil grin. "Yeah."

"Good."

"But I don't think you're mature enough for the good ones."

"Hey! I'm just as mature as you!"

"So not." He glared, but she didn't say another word as they walked down the hallway. They heard the ranting start as they walked past a bathroom so badly flooded that it was filling the hallway.

"They didn't leave anything!" Animo howled. "I could have changed the world with what was here! You could have! There has to be more! Tell me where it is!"

"...won't," a man said, his voice hoarse. There was a crack and the man screamed.

There was another shattered door at the end of the hall. She slipped around Grandpa Max, who was already peaking inside, and took a look. It had to be the control room for the base, but every monitor and computer had been torn apart. Even the chairs were broken.

Animo was in there, too, pacing back and forth and ranting with one of his bug monsters stood behind him. There was a Plumber kneeling in front of the wall with his hands behind his back. His face was already bloody as a second bug monster brought its rope like arm back and hit him across the face. Its arm cracked like a whip when it hit him in the face, and the Plumber cried out in pain.

Another Plumber was curled up in a ball in the corner and not making a sound. Animo didn't look at him until the other Plumber did.

Animo brought up the weapon in his hand again. It looked like a rifle, but bits of it glowed green and there was a container of something hooked to the back. "That's right, look! I can do that to you, too. Make you more perfect! Like my greatest creations here. If I could just find what I need to make more... Just tell me what I want to know!"

The man started to shake his head when he stopped. His eyes went wide as walking bush stepped into the room. The two bug monsters spun around before he'd even made a noise and their wings hummed as they lifted into the air.

They only got a foot into the air before Gwen and Grandpa nailed them with a mix of magic and alien tech.

"I know someone with your face shouldn't be calling anyone else ugly!" Ben said as he stormed toward the small man.

Dr. Animo spun around, his always crazy eyes looked even more strained now. "Its not fair! Why didn't my Glissnars stop you? Or Exo-Skull!"

Animo got off one shot that Ben side-stepped. He yanked the gun out of Animo's grasp with one arm and grabbed Animo by the throat with the other. He slammed the small man against the wall. Seconds later vines broke through the concrete and wrapped themselves around Animo. "How do we fix them, Animo?" Ben growled.

Animo glared down and laughed. "Like I'll ever tell you!"

"I'll make y..." Ben said, when Grandpa came up and put his arm on Ben's shoulder.

"He'll tell us, Ben. You and Gwen go back to the Rust Bucket."

"But Grandpa!" Gwen said.

"What if there are more?" Ben asked.

"Then we'll handle it. Won't we, Henry?" Max said. He went over and cut the tie around the man's wrists.

"Got that right, Mr. Tennyson."

"But..."

"Go. I'll be up in a few minutes," Grandpa Max said. His glare made it clear that they weren't going to be able to talk him out of it. So they went. Ben dragged his feet and didn't say a word the whole way back. Not even when they walked past the man in the hall. She was so glad that he couldn't see them leaving him behind.

They got all the way back to the Rust Bucket before Ben broke. "Its not fair!" he said and slammed shut the door he'd just opened. He turned around to glare at the hole in the ground.

"Glaring isn't going to change his mind," Gwen said. She wished she could have stayed to help, too, but the look in Grandpa's eyes... It wasn't angry. She thought it would be, but it wasn't. It was more sad and tired.

"He shouldn't have chased us away. We aren't kids." Gwen coughed. "Well, we aren't newbies. He said we were a good team!"

Gwen couldn't think of anything to say to that because she agreed with him, but Grandpa told them to go. They couldn't do anything to help, but he was going to sulk forever unless... Her eyes went to the back of the Rust Bucket. She sneaked over and opened the hatch on the side. There was a hose inside, and she was a good girl who always did what she was told.

"Then we should tell him. We're good. We're heroes. We..." The last was lost in a gurgle as Gwen sprayed him in the face. His hands shot up as he tried to turn away. "What are you doing!"

She grinned and didn't let up for even a second. "Grandpa told me to make sure you got washed off!"

He tossed up his hands and tried to run away, but the hose was plenty long enough to reach him no matter where he ran. His foot slipped out from under him and he landed flat on his back in the mud. She started to giggle and couldn't stop as he watched him flail as she sprayed him.

"I'm clean! It was all gone when I changed back!" he sputtered when he could finally catch a breath.

"I have to be sure! Besides, its time for your monthly shower anyway!"

Ben tried to back up, but couldn't get his footing as Gwen stalked up ever closer. She was laughing so hard that she could barely breathe. And then the water died with a groan. She looked down at the nozzle and gave it a desperate squeeze, but no more water came out. She looked back up and Ben start to grin as he reached down and scooped up a double handful of mud.

"Ben, no!" Gwen squealed as she dropped the hose and turned to run away.

Only to run into a chest. "Grandpa!"

Grandpa Max didn't say a word as he looked down at her, and at the hose at her feet, then at Ben as he dropped the mud and tried to wipe off his hands. "Go dry off, Ben."

"But she star…" Ben began automatically before he realized he wasn't getting yelled at. He didn't move an inch after that.

Gwen could just imagine the grin on his face. Her eyes went to the toes of her muddy shoes. "I was just making sure he was washed off like you said," she said in a small voice.

"That was a sixty gallon tank. I have a feeling that you were sure forty gallons ago," Grandpa Max said. He didn't say anything else, but she could feel him glaring down at her. She couldn't help fidgeting as she waited for the yelling to start. "You get to refill it when we get to camp. And I want the Rust Bucket to be just as clean tonight as it was this morning."

Gwen's face twisted in outrage because she knew that Ben would be stomping mud everywhere he could now. She glared over at him, but when she saw him standing there, soaked from head to toe with water dripping out of his hair she couldn't help smirking. "It was so worth it, Doofus."

"I'm going to get you for this, Dweeb," Ben promised, and Gwen stuck her tongue out at him.

The she turned back and let herself remember the men they'd seen. She twisted her fingers together in worry. "Could you help them?"

Grandpa Max's shoulders slumped. "We... persuaded Animo to reverse the changes. They should be fine,"

Ben let out a breath. "Did he say why he wrecked the place?"

"No. He said someone else broke in first. He just followed to try and scavenge whatever he could so he could make more of his little monsters," Max sighed. "I checked the computer, but it was torn apart. They might be able to pull something out of it, but we won't know anything for a while."

Ben shook his head and drops of water flew everywhere. "If the computer was fried, how did it send an alarm out?"

"They missed one of the back ups and a motion sensor in the men's room. One of Animo's gang must've set it off while they were scavenging."

"You put alarms in the bathrooms?" Gwen asked in disbelief.

Max shrugged. "No one thinks to look in there and everyone has to go eventually."

That did not make her feel any better. "Now what?"

"Now, I have some calls to make. After that, if we're lucky we can still make the camp site before dark."

"And if we don't..."

"You still have to fill the water tank."

"Aw."


	10. Chapter 10: This Means War

Chapter 10: This Means War

July, 1999

"Ben, I'm sorry!"

It felt like it was the hundredth time Gwen had said that. Ben didn't even turn to look at her as he stormed through the parking lot.

She squeezed her hands together and wished he would just start yelling at her. That's how this was supposed to work. Not this… It was all she could do to not run up to him and shake some sense into him. "It was an accident!"

That only made Ben stomp harder.

And Grandpa was no help. He was just shaking his head as he followed the two of them. At least most of the crowd was still inside the auditorium watching the exhibition.

Gwen looked back and felt her lower lip quiver. Grandpa rolled his eyes at it, but stepped in anyway. "Ben… I'm sure she didn't do it on purpose."

Ben ignored his Grandpa just as well as he ignored her.

It should have been a great day. It was in so many ways.

They'd made the Karate exhibition, and it was as awesome as she'd hoped. At first she'd been peppered with questions from Ben and Grandpa, questions she'd been more than happy to answer. After the first few rounds of the tournament, though, they were both as caught up as she was.

Especially when they saw a world champion black belt fight two opponents at once. He blocked the kick of one, sidestepped the punch of another and knocked them both down with one foot sweep. The last time she had heared Ben cheer so loud it had been at Christmas when Grandpa had given him the Gold Super Sumo card he had drooled over all summer.

It was a great day that only got better when Anthony Atkins had given a demonstration. It was like watching lightening. She'd almost asked Ben to turn into XLR8 just so one of them could see what he was doing.

Not that it would matter. He wasn't even watching. He was talking to some girl that had just sat down next to him. There was a living legend performing in front of him and he was chatting to some girl he'd just met.

Gwen glared at Ben's back just from the memory.

Not that it mattered to her if he wanted to miss it. She just tuned him out. It was something she was good at anyway. Besides, how could she worry about her doofus of a cousin with such an amazing display going on in front of her. At the end of the exhibition the whole stadium stood up and cheered.

Even Ben, even if he was a second behind everyone else.

Gwen turned to ask him if he'd even seen anything that amazing, but he was still chatting up the other girl. So she sat down, even though everyone else was still cheering. Only because Mr. Atkins had already left the stage. Not because she was annoyed.

She'd felt her elbow hit something as she sat, but didn't think anything of it.

Not until the cheering had finally died down and Ben and the blond tramp sat back down. They shouted and jumped back to their feet. Gwen stood too, thinking she'd missed something.

But there was nothing going on except for people setting up for the next demonstration. She turned ask Ben what his problem was when she realized he was clutching the back of his pants. And then she saw the spilled cup on the seats.

Her cup.

Grandpa always bought her way too much soda and today was no exception. So she'd set it down on the bleacher next to her and had completely forgotten about it.

And that was when the laughing started.

Gwen's face burned at the memory and her stomach crashed to her knees. She dashed up to Ben as he reached the Rust Bucket and grabbed his arm. He still wouldn't look at her, so she tried to make him by pulling on his arm. "Ben, I'm so sorry!"

"I'm going to get changed," Ben said, his voice tight as he yanked his arm out of her grasp. He pulled open the door of the Rust Bucket, climbed in, and slammed it behind him hard enough that the whole R.V. shook.

Gwen reached up to the handle, but Grandpa caught her hand. "I think you should give Ben a couple of minutes."

"It was an accident!" Gwen said and stomped her foot in frustration. "I apologized. What more does he want?"

Grandpa Max gave her a searching look and seemed to want to ask something, but he shook it off. "He's embarrassed. He'll cool down in a few minutes." There was a loud thump inside. "Hopefully we'll still have a home when he does."

"Little freak," Gwen whispered as she hugged herself.

Grandpa gave her a pat on the shoulder. "He'll get over it."

And he did, a half hour later. Or, at the very least, he let them come inside.

"Ben," Gwen said. He looked at her. His scowl made her want to go hide somewhere. "I'm sorry."

He glared, but nodded. "Fine."

"That's it?"

Ben turned his back and collapsed at the table. "It's the best you're going to get."

Gwen nodded and stood there. She wished she was home. There, at least, she could go hide in her room when stuff like this happened. Here, though…

Here she could either sit at the table across across from Ben, go lay in her bunk behind Ben, or go sit up front and feel his glare on the back of her head the whole time. No matter where she was, she knew he'd be five feet away and sulking.

But there was one place she could go to get out of his sight, at the very least. She went to her drawer and pulled out her pajamas. "I'm going to go get a shower, Grandpa."

"Okay," Grandpa said as he went to the fridge. "We're going to wait until traffic clears up before we head out, so I'll start dinner. How does fried octopus sound?"

Gwen looked at Ben. No matter how mad they might be at each other, they would still share a shudder over Grandpa's cooking. And somehow their shared looks of dismay made the meal easier to deal with.

"Sounds great." Ben turned to stare out the window just so she couldn't catch his eye.

"Yeah," Gwen said. She hung her head as she went into what the R.V.'s designers laughing called a bathroom. It was just big enough for one person to stand outside the shower, as long as you didn't mind being squeezed between the toilet and sink.

"Little jerk," Gwen whispered to herself as took off her clothes and stepped into the shower. "Why does he always have to ruin things?"

She turned on the water and put it hot enough that the small room steamed up. He didn't even care about the karate. He was probably really was just doing it so she would keep helping him with his homework, she thought as she grabbed her shampoo and squeezed some into her hair.

Why couldn't that girl had just found another seat? Why did she have to come and ruin the day?

Why was the water turning green?

Gwen stared at the water around her feet and shivered in disgust. For a second she thought the water had gone bad in the tank. Grandpa told her it had once. Just once. He'd learned his lesson after that. She forced herself to look up, but the water looked clean.

If it wasn't the water, then...

Her stomach fell as she grabbed her shampoo and squeezed some out in her hand. A thick green slime bubbled out. Gwen stuck her head out of the curtain and looked at the mirror over the sink.

If she had shrieked just a little louder she would have shattered every piece of glass in the Rust Bucket.

The calm part of her mind, a part about the size of a neuron was amazed by how quickly she could go to feeling sorry for Ben to planning his funeral. She didn't bother to turn the water off, or to towel herself off before she pulled her robe on and stormed out.

"Gwen? What's…" Grandpa said. He was at the door, his hand up to knock.

He outweighed her by a hundred and fifty pounds, but Gwen shoved her way past him like he was a sheet of paper. She heard Ben giggling as soon as she opened the door, but that stopped when he got a good look at her.

He gave her a long, long look and his face twisted. For a heartbeat Gwen thought he might actually feel bad. And then Ben started laughing so hard that he fell out of the booth and started rolling on the floor.

Gwen took a single step toward him, ready to kick him into the next state, when Grandpa grabbed her arms. "Benjamin Tennyson!" he said with his best Grandpa voice. Gwen gave the monster a little sneer and waited.

But her grandfather never finished. Instead he sniffed. "What's that smell?"

Gwen froze. Now that he mentioned it she could smell something, too. A kind of eggy smell, eggs and a bit of B.O. Which she knew wasn't from her. It was a smell she knew… She grabbed her bangs, which were hanging in her forehead and still damp, and gave the slime a good look for the first time.

"You put Stinkfly spit in my shampoo?!" Her voice broke as she yelled.

"Now we're even," Ben said from the floor as he wiped his eyes.

Gwen felt sick. "You did all of this…" she said and waved at the green slop that was staining her red hair, "just because I spilled some soda on you?"

Ben grinned and nodded.

Gwen could just stare.

"You better go wash that stuff off now," Grandpa said, his voice catching with worry. "Right now."

That broke Gwen from her shock. She ran back into the bathroom and slammed the door shut. But before she got back in the shower she wiped the mirror and took a good look.

It looked like someone had hocked something into her hair. And, as if ruining her hair wasn't enough, she could see the green stain spreading onto her forehead and neck. Her face burned from embarrassment.

The red only made the green look that much worse.

She jumped back into the still running shower and grabbed her grandfather's shampoo and emptied half of the bottle into her hand before she started scrubbing. She scrubbed until her scalp ached and the water tank ran dry, but her hair stayed green.

All of this because she spilled some soda by accident.

There was a knock at the door, a knock she didn't bother to answer. There wasn't anything Grandpa could do to help, and she didn't want to hear a word from the other one.

"Gwen?" It was Ben, of course. It didn't sound like he was laughing now, but she could almost see the nasty little smirk he'd be wearing. Gwen wished the water was still running so she wouldn't have to hear his voice. She settled for shoving her hands over her ears, but that didn't help either.

"Gwen, it's just some food coloring in the shampoo and a little stink bomb by the door. It'll all wash off."

Gwen glared down at the bottom of the shower and remembered how hard he'd been laughing. She was surprised he didn't take a picture to humiliate her with later…

"We'll see how funny you think it is."

* * *

"Gwen?" Ben asked. He knocked on the door again when she didn't answer. "Come on, Gwen. It was just a joke. We're even now."

"Ben." Grandpa loomed over him with his arms crossed and his eyes burning into Ben's. Ben swallowed hard. He never realized just how imposing his grandfather could be until now. No wonder he'd been a secret agent. "I hope you know how much trouble you're in."

"Me?" Ben snapped. "She's the one who started this."

"What happened at the tournament was an accident."

"She was grinning when I sat in it!"

Grandpa gave the bathroom door a quick glance. Not quick enough for Ben to miss though. Ben nearly crowed when he realized that Grandpa didn't believe her either.

But Grandpa didn't stay distracted for long. "Even if she was, that's no excuse for messing with her shampoo."

"It's just a joke!" Ben said. Didn't these people know how to have fun anymore? "It'll all wash right out."

"You better hope so," Grandpa said. "Because until it does, you're doing the dishes."

"That's no fair! That's Gwen's job!"

"And now it's yours."

"And what about her dumping her soda on me?"

"That was an accident."

Ben glared at the bathroom door. "She always gets away with everything." He couldn't stand to be in the Rust Bucket with either of them right now. So he stormed outside, being careful to slam the door just as hard as Gwen had slammed the bathroom's.

He jammed his hands in his pocket and walked away, pausing only to kick a soda can as hard as he could. He watched it skip across the parking lot and thought about chasing after it and kicking it into traffic.

There were still a few people walking around. Not that he noticed any of them.

"Don't even know what her problem is. No one else will even see her," Ben muttered to himself. "Big baby."

Ben stayed there, glaring at the cars and trucks as they made their way out of the parking lot until Grandpa stuck his head out of the window. "Dinner time." Ben knew just from Grandpa's tone of voice that he was still in the doghouse.

"Nothing new there," he muttered to himself as he turned and walked inside.

Gwen was already at the table. Her hair was wrapped in a towel, but Ben could see green stains on her face and ears. His eyes sunk to the table after that.

"No screams about the Swamp Monster?" Gwen hissed the question out.

Ben smiled a little. No matter how many comics he loaned her she couldn't keep the names straight. "Thing. Swamp Thing."

Gwen slammed her fist into the table so hard that it shook all their plates. "Shut up, brat."

Ben felt a lot less guilty after that.

And dinner got a lot less civil.

It was a long night. Neither said a word as they climbed into their bunk beds, though Ben made it a point to step on her pillow as he went. And he couldn't sleep.

Not when he could feel Gwen glaring up at him through the mattress.

So he rolled over and glared back down.

He woke up in the morning to the sound of the shower running. Again. Grandpa must've filled up the tank again when he woke up this morning.

"How many showers can she take?" he muttered into his pillow.

"Come on, Ben! Breakfast is getting cold."

His stomach tightened at the thought. "Not octopus and eggs. Not octopus and eggs."

He hit the floor with a thump and made his way to the table. His heart sank when he saw the plate in front of Grandpa, only to perk up when he saw what was waiting for him on his plate. "Chocolate chip waffles? Score!" He started digging in.

"I thought you and Gwen could use a bit of a pick me up," Grandpa explained as he sat down across from Ben with his octopus.

Ben didn't care, he just started chowing down.

Grandpa picked up his fork and started to dig in. After a few minutes he said, "You should apologize to Gwen."

Ben stabbed at his waffle. "She didn't apologize to me." He felt Grandpa's stare. "Well. She didn't mean it."

Grandpa sighed. "I thought you two were getting along better than this."

Ben just shrugged. Things were going great until now.

The bathroom door opened and Gwen walked out dressed in a robe and drying her hair. Her hair looked darker than it usually did, but Ben couldn't tell if it was just because it was wet or the food coloring. Either way it looked a lot less grassy today, much to Ben's relief. She wrapped her towel around her hair and froze when she saw Ben.

Ben tensed and waited for the screaming to start again. Instead she did something that creeped him right out.

She grinned.

Maybe he should apologize. "Waffles," Ben said and lifted her plate for her to see.

Her eyes lit up. "Just let me get dressed," she said as she went into the bedroom and closed the door.

"Well, she seems to be in a better mood."

Grandpa shook his head as he got up to put Gwen's waffles in the toaster. "I hope so. You should, too."

Ben did a double take. "Why? She's over it."

"There's a saying I don't think you've ever heard. 'Do not meddle in the affairs of wizards, for they are subtle and quick to anger.' That goes double for women and their hair." He shrugged. "And Gwen's never been subtle."

Ben swallowed hard, but he glanced at the Omnitrix. "I can take anything the geek dishes out."

Grandpa shook his head.

Gwen came out just as her waffles popped up. She grabbed them and tossed them on a paper plate and smothered them in grape jelly before sitting down next to Grandpa. Ben frowned at that. She'd been sitting next to him when they ate lately.

Maybe Grandpa was right, Ben thought. Even if it totally wasn't his fault.

"Gwen?" She glanced at him and scowled just a little as she sawed at her waffle. He gave her a good look. He couldn't see any of her hair now, but all of the green stains on her face and neck seemed to be gone this morning. He let out a little relieved sigh. The coloring had all washed away, just like he knew it would. She was just over reacting. "Sorry about the shampoo thing. I won't do it again."

"Okay."

"Okay?" Ben asked, squirming just a little. It didn't help when Grandpa started humming a funeral march under his breath. "So we're even now?"

Gwen shrugged. "Good waffles, Grandpa."

"Thanks," Grandpa said. "So, what do you guys want to do today?"

Gwen stared at her plate. "The Sumo Slammer movie opens today. We could go see that."

Ben beamed at her. "Really?"

She smiled at him and nodded.

"Sounds good to me," Grandpa said. And that was that.

And the movie was awesome. Better than Ben had imagined it would be. He was nearly dancing in his seat by the end, and it had been all he could do not to start giving little shouts of joy as he watched all of his favorite characters appear. "Did you see the guy that they picked to play Ishyama? He looked exactly like in the game!"

Gwen finished off the last of her - much smaller - cup of soda and grabbed up her empty popcorn bag as they got up to leave. "I don't know, I think the one we met was cooler."

"Well, yeah." Ben rolled his eyes. "Of course he was. He was the real thing. But that guy did a good job. What did you think, Grandpa?"

Grandpa yawned and stretched before he stood up. "It didn't have much of a plot."

Gwen's grin was bright enough to see even in the dark of the movie theater. "All the plot was in the parts you slept through."

"Well, they should have thought of that," Grandpa said as the three of them walked to the door at the back of the theater.

"I can't wait to see it again," Ben said as he opened the door. Usually he would have kept going and let Gwen get her own door, but he was feeling a little bad. Especially after the ticket taker had given her a long, long stare. He'd really thought that the coloring would all wash out.

So he held the door open.

Gwen paused on the other side, but Ben waved her up. She gave him a long look. A look with just a touch of guilt buried in it. "You can be civilized. Who would have thought?"

"What can I say? I'm awesome."

Grandpa walked through too in the middle of a yawn. "Thanks, B…" His voice died. He reached up to rub his eyes and then he looked again. "Ben? What did you…" Grandpa never got a chance to finish. A girl's loud giggle cut him off.

Ben looked over his shoulder to see what was so funny. Maybe someone had spilled their popcorn. One of his friends had done that once. He got the butter all over the front of his shirt and it was one of the funniest things Ben had ever seen.

He realized that this wouldn't be the least bit funny when he realized the girl was pointing at him.

The guy standing next to her was grinning. "Nice clothes, dude."

Ben didn't look down, he just spun and glared at Gwen. She leaned in and whispered into his ear. "NOW we're even."

And finally Ben looked down and let out a little scream of outrage. His shirt and pants were pink. Bright pink. So pink that even Ray Charles would be able to see it.

"Gwen!" Ben shouted in desperation, but she was already running ahead. He took off after her, leaving Grandpa far behind as they dashed through the lobby. She darted through crowds of people, crowds that always stopped to point and laugh at him. Ben would have gone hero just to get away, but there were always way too many people around and nowhere for him to duck into.

Besides, if he did, he'd lose sight of Gwen. And he didn't want to do that until he'd gotten even.

By the time he got outside his face felt so hot that he thought it was going to burst into flames. He saw Gwen leap into the Rust Bucket and shut the door behind her.

If she thought that that was all that she had to do, though, she had another thing coming.

Ben smirked and slowed down. Plans were already racing through his mind.

Oh, she would pay.

Ben yanked open the door of the Rust Bucket and went inside. Gwen was sitting at the table with a magazine in her hands, pretending that nothing was wrong. It would have been a better act if her lips weren't twitching.

"Fix it," he snapped at her as he yanked the magazine out of her hand and threw it across the R.V.

Gwen just looked up and batted her eyes at him. "Fix what? Is there something wrong, Ben?"

Ben glared and Gwen's lips twitched, but she didn't laugh. He turned and stormed back to their dresser. He didn't bother to close the door, he just ripped off his shirt and threw it at her face. His aim was dead on.

She just held up the shirt and admired it. "This will be a great souvenir."

Ben growled and slipped on another shirt. And then he undid his pants. "You zapped my underwear, too?!"

Gwen let the t-shirt drop and stared at him. She gave him two long blinks. Then she snorted and gave up on trying to fight the giggles inside of her.

Her laugh was even worse to hear than the idiots in the movie theater. He slammed the door shut.

Oh, she would pay so bad.

* * *

Gwen didn't think either of them slept the next night.

Her eyes felt like sandpaper by the morning and she yawned every few seconds. Every time she'd even thought about drifting off something would shift, or Ben's mattress would squeak and she'd be wide awake again.

She wished Ben would hurry up and get over it. She'd gotten her, she'd gotten him. She got him better, though, she thought.

Heck, they'd even switched chores. She was doing the trash and he was doing the dishes. Which didn't seem fair to her, but she did it anyway.

They were even now. She thought so, anyway.

But she doubted he did.

Not that he was going to get her again. She swore that much to herself. She waited until he'd gone up front before she ran into the bathroom. She had picked out her clothes for the day and towel and checked them all before she even took off her pajamas.

Then she checked her shampoo twice, and her toothbrush and toothpaste while she ran the water just to make sure he hadn't stuck something in the tank. Once she'd checked everything she could think of, she shoved a piece of wood under the door just in case he tried to pick the lock. After all of that, she was in and out of the shower so fast she didn't think she even had a chance to get wet.

And she was still too slow.

"Ben!" She screamed. He'd taken everything. Her clothes, her robe, and even her towel.

She heard a knock on the door. Max sounded very tired when he asked, "Oh, Lord. What did he do now?"

"The freak stole my clothes!"

"Hold on a sec…" Max said. Gwen stood there and shivered as she waited.

Then she heard her Grandfather shout, "Ben!" Before there was another knock on the door. Gwen opened it while Max shoved something red through. At first she thought it was a towel, but then she saw it was a couple of Grandpa's shirts.

"He's beyond dead," Gwen said as she dried off with one and pulled the other on. It was so big it hung down to her knees and one of her shoulders slipped out of the neck of the shirt. She stormed past her Grandfather. Ben was sitting in the passenger seat with his feet on the dash and his face buried in his Gameboy. He didn't even look up.

"Where are my clothes!"

"Beats me. Keep track of your own stuff."

"I'm NOT going to wear this!" she said and waved her hand down at the tent-like shirt she was wearing. The pink floral pattern on the red shirt was making her eyes itch. The only way it could be any uglier was if it had glitter. She was better off with green hair than in this horror.

"Not my problem."

Gwen's fingers twitched as she pictured herself wrapping them around her cousin's throat. It would be a favor to the world…

What was worse was that he wouldn't even look at her to see just how dead he was. She spun around and stomped back. Grandpa Max had gone back to the table. There was a cup of coffee in his hands and a pained expression on his face. "Grandpa!"

Grandpa lowered his head to the table. Gwen wanted to scream.

She did when she felt Ben move up behind her. "Now we're EVEN!" he said into her ear, his voice a snarl. He looked past her at Grandpa, who was banging his head into the table. "I'm going for a walk, Grandpa."

"Stay close," Grandpa said and waved his hand without lifting his head. "You're on laundry this week."

"Worth it."

"Give me back my clothes!" Gwen shouted after him with a stomp of her bare foot.

Ben stopped and shot her a look that knocked her back a step. "You made me walk through a movie theater and a stadium after ruining mine. Go find your own clothes."

He gave her a little wave. Then he was gone. God, she hated it when he got the last word.

Especially when he had a point.

Gwen spun around and yanked open the nearest cabinet. All that was in it was pots and pans, but she made a point of digging through it anyway. She hoped he'd at least left her shoes somewhere close.

Or underwear.

Grandpa dared to peak out from behind his fingers. "I don't suppose that you would be the mature one and…" Gwen glared at him. "I didn't think so." He stood and moved to the next hidden cubbyhole. "I'll help you look. It'll give me a chance to think up some punishments."

* * *

Ben thought waiting for summer vacation had been bad. That was nothing compared to waiting to see what Gwen would do to him next.

It would be worth it, though. The only thing that could make this any better would Grandpa be giving him back his camera. Grandpa had grabbed it right after the green hair thing and hid it somewhere.

The same place he'd hid Gwen's, probably.

At least he had his memories.

He cut through a nearby park on the way back to where Grandpa had parked the Rust Bucket. The park was full of families and kids his own age running around. There was even a baseball game going on. He thought about running over and joining in, but that would put the teams off balance. Maybe he'd head back and tell Gwen were some of her stuff was hidden so they could come back and play.

And that was when the bright red fire hydrant he'd been walking past erupted.

Even though he was ten feet away the water still hit him hard enough to knock him off his feet and send him sliding. All the kids came running over, most of them laughing as they did.

Ben sighed and made his way back home. He pulled at his shirt and thought he would have been drier if he'd fallen into a pool. The squelching sounds his shoes made with each step annoyed him so much that he took them off and walked home in his socks.

Gwen was waiting for him right at the door. She had one of her sneakers on, and her Capri's were peaking out from under the shirt she'd borrowed. She had a towel in her hand and a smirk on her face, both of which she gave to him. "Now we're EVEN."

Ben just snorted and grabbed the towel.

* * *

Gwen woke up with a start the next morning. She hadn't meant or wanted to fall asleep, but she did. She wasn't sure how she managed, though. It had taken her hours to find all of her clothes and she was lying on every last one of them to make sure Ben didn't make off with them again.

She sat up and groaned as her back protested. She thought about getting a shower. She really wanted one. Or, better yet a bath. Anything to relax from the last few days.

She didn't dare though.

Instead she stood and made her way to the table.

Grandpa and Ben were already at the table. Grandpa was the only one who looked like he'd slept last night. Ben's head dipped forward every few seconds, but he always caught himself.

"I hope you two have stopped," Grandpa said and scooted over a little so Gwen could sit next to him.

"Sure," they both muttered without looking at each other.

Gwen grabbed the sandwich that was waiting for her and bit into it. Peanut Butter and Jelly. Gwen licked her lips to catch a bit of the peanut butter that had escaped when she'd bitten in. Crunchy Peanut butter, too. Her favorite.

Grandpa grabbed a sandwich, too. "Great sandwich, Ben. Just the way I like it."

"Thanks, Grandpa."

Gwen froze in mid swallow. The bit she'd already eaten felt like a brick in her belly now. "Wait. Ben made these?"

Grandpa stopped and glared at Ben. He shrugged and kept chewing his own. "Like you said, Grandpa. I made it just the way you like it."

There was only on way that Grandpa liked his PB&J. She remembered the chunks she'd thought were peanuts... Gwen clapped her hands over her mouth and made a mad dash to the bathroom. It was a race she just barely won.

"Benjamin Tennyson!" Grandpa roared behind her.

"I didn't do anything!"

Gwen was barely listening. She'd thrown up what little she'd eaten and was sitting on the floor, her head in her knees as she fought not to be sick again.

And that was how Grandpa found her a minute later. He held out the sandwich, which now had two more bite marks on it. Gwen shivered at the sight of it. "I tasted it, Gwen, and made Ben take a bite, too. It's just Peanut Butter and Jelly. Ben didn't do anything to it."

"The little monster did so," Gwen said. Her voice was as certain as she could make it considering how she was shaking.

Grandpa actually growled as he leaned over and pulled the sandwich apart. Gwen took a look, and saw only what he had said. She poked at it, and pulled out one of the crunchy bits. A peanut. "You owe Ben an apology."

Gwen nodded and felt like an idiot. She stood and picked up her sandwich. Her eyes were on the floor as she made her way back out. "Ben… I'm sorry."

Ben shrugged as Grandpa walked past them. "It's no big." Gwen took a step back to her seat even though she didn't feel the least bit hungry now. Just before she sat down, though, Ben leaned forward and let out an angry hiss of a whisper, "Now we're even."

Gwen screamed as she leapt at him.

Grandpa was even quicker, though. Gwen didn't even notice he was behind her until she felt him grab the back of her shirt and lift her up. Ben laughed right up to the point that Grandpa reached over and clamped his other hand down on the back of Ben's neck.

"That's enough!" Grandpa pulled them both to their feet and either marched or dragged them to the door. He kicked it open and pushed them both outside. They stumbled out onto the grass and both spun around to look at him.

Gwen had never seen her grandfather so mad. His face was a bright red as he glared at the two of them. "A week of this is more than enough. Neither of you are coming back in until you work this out."

"But that's not-"

"It's all-"

"I DON'T CARE!" With that Grandpa slammed the door shut.

"Great work, freak," Gwen snapped.

Ben spun around and glared at her. "This is all your fault, dork."

"Oh, it so is not."

Ben snorted. "Oh, it so is. I don't know what your malfunction is, but you need to get over yourself."

"My only problem is you! You started all of this!"

"Did not!"

"Did too!"

"Not!"

"Too!"

"Brat!"

"Loser!"

"Freak!"

"Dork!"

"Doofus!"

"Dweeb!"

"I hate you!" They screamed the last together. Gwen would never remember who made the first move. She just knew that one moment she was screaming at her brain dead cousin, and the next she had a handful of his hair while he threw himself against her. He screamed as she yanked the hair as hard as she could while he knocked the two of them to the grass.

There was no magic, no karate, and the only time the Omnitrix got involved was when Ben whomped her in the side of the head with it. They grabbed at each other's hair and clothes. They punched and slapped and scratched at whatever they could reach. They kicked and kneed at each other as they screamed, angry beyond words.

Then it was over, just as quick as it had began.

Gwen let go of the grip she'd had around his neck while he let go of her hair. His arms fell wide to the ground. She rolled to the side and laid her head on his right arm. She could feel her heart pounding in her ears and heard Ben panting for breath.

She looked up and around and was suddenly very glad Grandpa Max had stopped at an empty camping ground last night. If someone had seen them - her - like this, fighting like they were still seven...

God, why was her cousin the most infuriating person she knew?

Her head ached, and all of the cuts and scraps on her arms and legs started to burn as she laid there. She felt Ben shift and looked over as he rubbed his head with his left hand. She blushed and looked away when she saw what looked like a bite mark on his hand.

She didn't remember biting him. She opened her mouth to say something, but nothing came out. So smart and she couldn't…

There was a soft squeal as the Rust Bucket's door opened. She glanced over at Ben, who looked back at her, his eyes wide with worry. No matter how much she may have ached, she forced herself to her feet. She only let out a small groan as her head pounded, but she winced when she saw all the red marks on her arms. Some of them already dribbling blood. She glanced over and saw that Ben's arms looked even worse. The two hid their arms behind there backs without a word. It didn't do anything to hide the sleeve of Ben's shirt, which had been ripped almost completely off and was now hanging halfway down to his elbow.

Gwen felt the wet grass soaking into the sock of her right foot and realized that she'd lost her shoe sometime during the fight. It had to be close by, but she couldn't bring herself to look as Grandpa Max stared at them.

Ben let out a small puff of breath and ducked his head in his usual 'if I look pathetic enough he won't yell,' pose. One that Gwen copied. She let out a little whimper as she waited for whatever their punishment would be. It took a lot to get Grandpa mad, but fighting was definitely one of his buttons.

And he was already fuming before they'd even started.

She dared a quick glance at her grandfather. His eyes were on both of them. He opened his mouth as if to say something. Instead he shook his head.

It would have been better if he yelled, she thought. Her stomach sank as the silence stretched out. He'd been quiet way too long. They were past no dinner now. And more chores.

Grandpa Max cleared his throat, but that was the only noise he made.

God, she wished he would just say how they were going to be punished. Cleaning the Rust Bucket top to bottom, picking up trash by the road, going back to the farm for a month, anything was better than the silence.

She heard Ben suck in a sudden breath. "No, Grandpa! We'll be good!"

No, there was one thing worse. She looked and saw the phone in Grandpa's hand for the first time. She grabbed Ben's hand and shouted, "No more fighting, we promise!" She saw Ben nod as fast as he could.

Grandpa Max shook his head and looked at them again. He blinked twice and when he spoke, his voice was choked. "We're going home."

"Grandpa!" the two said together in a desperate whine as they launched themselves at him. Gwen hugged the man as hard as she could as her eyes burned with tears. Again they echoed each other as they both wailed, "No, Grandpa! It was all my fault! I'm sorry!"

"Gwen." His hand settled on her shoulder. Gwen looked up and started to pout at him when she saw the tears in his eyes. She couldn't move after that, couldn't even breathe. She'd never seen her Grandfather cry before. This wasn't about the fight. She couldn't imagine what it was about.

"Gwen, we have to go home. Your mom and dad... They want to see you. Your mother's lost the baby."


	11. Chapter 11: Being There

Chapter 11: Being There

It wasn't real…

It couldn't be real. It didn't feel real when Grandpa Max had told them about…

Her parents had never even mentioned wanting to have more children. When she was six she'd gone up and asked them to get her a baby brother and they'd just laughed. So when Grandpa Max had used the words 'lost the baby,' Gwen just couldn't accept it.

Not the de….

No, the other part. The part that led up to it. It didn't make sense.

They'd laughed. She thought back to it, and wondered for the first time if the laugh had been forced.

It didn't seem real even as Grandpa drove them through three states in a day. Grandpa tried to talk to her just before he started the long drive. She remembered hearing his voice, but not the words. She's already grabbed her spell books and spread them out in front of her on her bunk. She never even looked up from them as he talked to her.

And Ben didn't come anywhere near her. He spent the whole trip sitting up front next to Grandpa. He never even said a word.

It only seemed more dreamlike when they got home and she saw the car in her driveway. Not her Grandparent's big Lincoln. They could have just been visiting. But Aunt Sandra's minivan was there. And the only thing that would make Aunt Sandra come to see Gwen's parents was if the world was -

Gwen couldn't finish the thought. She rushed to and was out the side door before Grandpa Max even stopped the Rust Bucket. She heard Grandpa shout for her, but she ignored him as she ran for her front door. She pushed her front door open and froze in the doorway. Ben's mom was sitting on the couch, her arms around Gwen's mother. Even in the doorway Gwen could hear her mother sobbing into Aunt Sandra's shoulder.

"I'm so sorry," she heard Aunt Sandra whisper. From the crack in her voice Gwen knew it hadn't been the first time she'd said that.

Gwen stared at the two of them, her mind frozen. The two had never gotten along for as long as she could remember. Everyone talked about how bad she and Ben used to be, but she never once hated Ben. She wasn't sure if she could say the same about their moms. To see them like this. "Mommy?" she whispered.

"Gwen?" her mother said as she yanked her head up from Aunt Sandra's shoulder. Gwen took a half back when she saw her mother's face. It was pale as paper under the red hair, and both cheeks shone with tears. And her eyes, bloodshot eyes that went too wide when she saw her daughter. Her mom stood and rushed over. She nearly crushed Gwen with her hug and started rocking her back and forth. "Gwen," she whispered over and over.

Gwen stood there and hugged her mother back even though all she wanted to do was run away. She'd never seen her mother like this before, and she had no idea how to deal with it. Her father came around the corner, his own face as still as a mask, as he wrapped his arms around the two of them.

Her grandmother rescued her. Gwen hadn't even realized she was in the room until she heard her voice. "Come on, Lili, Frank," she said and put her hand on her daughter's shoulder. "She has to get ready."

"I know, Mom." Lili blinked and hugged Gwen tighter before she let go.

Gwen glanced at her grandmother and realized for the first time that everyone was wearing black. "Ready for what?"

Grandma Mary didn't answer. She just put her hand on Gwen's shoulder and lead her upstairs to her bedroom. There was a black dress and black suit waiting next to each other on her powder blue bedspread. Gwen swallowed hard and turned to look at her grandmother.

Nana gave her a long sad look, but all she said was, "We were just waiting for you to get home."

"What happened?" Gwen asked. Nana used a lot of words to say almost nothing. She used words like doctors, and did all they could. She said a lot, some of it more than once, but she never said anything more specific than that. Then she left.

Gwen didn't remember changing. Nana peeked in not long after to make sure she had before she dragged Ben in by his arm. He'd been grumbling something, but when he saw Gwen he went quiet. Grandmother said something to him, and he just nodded. She glared for a second longer before she finally let him go and far more gently took Gwen by the hand and led her downstairs.

No one talked in the car ride over. A priest said some words, but Gwen couldn't stop looking at the coffin. There was no way that it could be so small. She'd always pictured funerals – when she thought about them at all – like they were on TV. With six men carrying an ornate casket that was bigger than any of them to a prepared area while a band played and soldiers fired a salute.

She never imagined it would just be her grandfathers carrying a small box between them. Both of them were strong men. She didn't know anyone stronger than those two, but the small box was almost more than either could carry.

Even the headstone, a small marble block no bigger than a paperback book, seemed fake. Like a horrible joke.

It was a relief when she'd gotten back home. Finally, finally things were real again. Almost real. Seeing the Rust Bucket should have been a relief. The problem wasn't that Grandpa had parked it in the front yard, but that none of her neighbors were waiting at the door to complain.

And people in her neighborhood complained about everything.

Gwen didn't care. She was the first one out of the car. She ran up to the R.V. and touched it. The metal felt warm under her hand from the summer sun. Safe.

"Gwen?"

Gwen heard Nana call after her, but she didn't turn around. She knocked at the door and waited for Grandpa Max to let her in and take her anywhere that wasn't here. It took her a second to remember that he wasn't in there, that he was in the car with Ben and his parents. And she'd forgotten her key when she'd gotten changed. "I need to get something!" she said, rushing past her grandmother and father in a mad dash. Her only thought was to get to the key and get into the Rust Bucket.

She'd be safe when she was home.

She took the stairs two at a time and was at her bedroom door before anyone else even came into the house. Her hand reached the door knob, but she never made it into her room.

Instead she froze when she saw the door next to hers. It was the library, it had been a library for as long as she could remember. It was her second favorite room in the house. Her parents had collected thousands of books and Gwen lost days in there trying to read them all. Even the science fiction books that her father grumbled about whenever he saw her with one but that her mother loved.

It was a door she'd opened a thousand times. But it never, in all those times, had a huge yellow sun painted on it. She never would have missed it before if Grandma Mary hadn't been in such a hurry.

Gwen couldn't keep herself from going to the door. And she couldn't stop her heart from pounding in her ears as she opened it.

When she looked inside, all she saw was what was missing. The books were gone. Even the book cases were gone, all but one small one in the corner. The brick red paint that always made the room feel so warm was missing, replaced by a bright blue. And, worst of all, the couch that had been under the window, the couch that was the most comfortable couch ever made, was gone.

In its place was a crib.

The room blurred and stayed blurred no matter how much Gwen blinked. Six weeks. She'd only been gone six weeks. The room had been the library. She was only gone six weeks…. It should have been a library.

Not a…

Her feet felt like they weighed a ton. It was all she could do to shuffle towards the crib. She'd walked onto a prison world filled with the scum of the galaxy without even slowing her step, but now…

Now she just wanted to turn and run.

She didn't though. She had her hands wrapped around her stomach as she inched forward until she could finally look into the crib.

And there, for the briefest of seconds, she saw a small baby with bright red hair and a happy smile on his face. She was going to be his sister…

She blinked, and he was gone.

She should be crying, she thought. But she wasn't. She hadn't at all yet. Her insides felt like they were twisting around themselves and the room spun a little to the left. She actually thought she was going to be sick. But she still didn't leave. She didn't even look away.

And she still didn't cry.

She just stood there, barely even blinking, just in case the baby came back. For a minute, for a second, for forever.

He didn't.

She didn't know how long she stood there and stared into the empty crib. She stood there even as she heard her mother start crying again downstairs. She heard Grandpa Max say something in the soft tone that carried so far and could usually make her feel better no matter what.

It didn't.

She listened to the crying and bit down on her lip to keep from joining in. Not until she saw him again, anyway.

She heard Ben coming up the stairs. After all the months they'd spent together she knew his footsteps. It was something that had saved her from more than one prank. Except he usually didn't walk so softly. She didn't think Ben knew how to walk without stomping around like a giant lizard.

She heard him stop in the hall, and she figured he was looking for the bathroom. It had been years since he had visited. She didn't make a noise as she waited for him to walk past. She didn't want him to know she was in here. Didn't want to deal with Ben then. She didn't want to deal with anyone right then. If she did, then she would have to take her eyes off of the crib.

And she didn't want to miss seeing her brother again.

It was the last thing she wanted, but it was such a relief when Ben walked in. He came and stood so close to her that she felt the sleeve of his shirt against her bare arm. He didn't say a word, he didn't do anything to call attention to himself. It was almost enough to make her ask where the real Ben was.

Gwen held her breath as Ben leaned over a little and looked inside the crib. Maybe he would see…Maybe she could too, just one more time. Please.

Nothing.

Gwen let out a shuddering sigh and whispered, "Maybe it's for the best."

Ben's head shot up. She saw him through the corner of her eyes as his mouth twisted as though a dozen words were trying to get out at once, but he didn't say a single one of them. He just stared at her.

"He's better off," Gwen said into the silence. She swallowed hard and felt a sudden need to touch the crib, to feel the smooth grain under her palm. But her hand wouldn't cross the last half inch of space.

She didn't remember falling. The room seemed to sway again, and then she felt Ben grab her under her arms. He wasn't strong enough to stop her, but he was strong enough to keep her from getting hurt as she collapsed to the ground. She sat there and hugged her knees to her chin as she kept staring at the crib.

Ben's hand slipped from her back as he sat down next to her. "Gwen?" His voice cracked a little as he said her name. She saw his eyes go to the door and wondered if he was going to call for help.

"I would have been horrible - I would have been a horrible sister. I would have tried to run everything, ruin everything. I would have told him what to do, what not to do… I would have been a bossy little creep and he's better off."

Gwen could have dealt with insults. She would have been livid if he'd pulled out a tape recorder and played her words back to her. She would have chased him around the house and screamed at him and it would have been okay because that's what they did. It was what she was waiting for him to do. What she needed him to do to make things normal again.

"You would have been a great sister."

And the last bit of normal left her.

"IF I WAS A GREAT SISTER I WOULD HAVE SAVED HIM!"

Ben leaned back a little, his eyes wide.

And then the anger left as soon as it came, and Gwen's head dropped. "Did you see the tombstone?" Gwen didn't have to close her eyes to see the off white thing, or the lie on it. "Beloved son and brother. How could they… I didn't even know he existed! I didn't love him…" Her voice broke as the room spun around her again. "If I loved him, I would have saved him."

Gwen had tried. She'd spent the entire trip home hiding on her bunk and studying her spell books. She even went through the charms that freaked her out just to look at. But she couldn't find anything. If she really loved her brother, if she was as smart as everyone said, she knew she would have.

But she didn't.

Finally her eyes burned and she felt the first tear itch its way down her cheek. She shoved her hands to her eyes as she started sobbing. She hated crying, and hated it even more when Ben caught her doing it. She just knew that he would laugh at her for acting like a girl.

She jumped when she felt Ben's arm go around her. She pulled away out of instinct and she felt him freeze for a moment and she knew that he almost let her. But then he pulled her against him. She didn't even know she was shaking until his arm tightened around her. She felt the heavy mass of the Omnitrix against her back but even that seemed warm as she buried her face in his shoulder and cried into his shirt.

"I always wanted a little brother. I always wanted one - I used to ask Santa - All the things I can do, all the things I've learned to do and I couldn't save him…"

"What could you have done?"

"I don't know," Gwen admitted in a whisper so low that she thought she imagined saying the words.

Ben heard her anyway. She heard him swallow hard. "Grey Matter would have known."

Gwen stopped crying then. She stopped so fast that she hiccuped. She pushed away from Ben and turned to face him as his hand dropped to his lap. His hand brushed against the Omnitrix as he looked at the crib. She swallowed and really looked at him for the first time that day. His face was almost a mirror of hers. Not that he had been crying, but his eyes looked as empty as she had felt since she found out.

"He would have known," Ben said. His head dropped. "A real hero would have saved him."

And she knew, that all the time she spent in sitting up by Grandpa he hadn't been avoiding her, that he'd been doing the exact same thing as her. He looked at the crib and looked so old in the dim light coming through the curtain. Not eleven at all. And she couldn't stand to see him hurt like that. "There wasn't anything you could do."

He shrugged and looked at her. "Or you."

"I know," Gwen whispered as her eyes went to the crib. It felt like she was saying goodbye, and she didn't want to. Not yet. "I always wanted a brother."

"You still have me." Ben didn't look at her as he mumbled those words.

She laughed. "Please, Dweeb, I've spent too much time trying to forget you're related to me to ever think of you as my brother." Even as she said the words her hand found his and squeezed down.

"You would have been a great sister," he said and squeezed back, "but I would have been an even more awesome cousin."

"First time for everything," Gwen said and stuck her tongue out at him.

Ben sort of smiled and did the same right back at her.

Normal. Finally something normal, she thought as she squirmed around to sit closer to Ben. The two sat there, looking at the crib in silence. A more comfortable one. It still felt hard to breathe, and harder to think, but it wasn't as bad.

She squeezed Ben's hand just a little harder.

Gwen leaned her head onto his shoulder and even closed her eyes for a moment. Until she felt Ben shift away from her, though he didn't let go of her hand. Her eyes popped open. He wasn't pulling away, though. He was reaching for something on the floor.

A little blue teddy bear.

It was sitting on the floor next to a dresser than Gwen missed when she came into the room. Even from the floor Gwen could see a zoo's worth of stuffed animals on it. A zoo minus one. Ben finally managed to grab the bear and started to stretch again to put it back on the dresser.

"Dad said they're going to give everything away."

Ben's arm froze in mid-reach and he gave her a look like he thought he'd just done something wrong.

"Dad said - When we were riding back, Dad said to Papa that they were going to give it all away. That mom didn't want to be reminded every time she walked down the hall."

"What about you?"

Gwen felt herself shiver again and looked down at the floor.

"Would she - would you mind if I took it?"

Gwen blinked and her emerald eyes searched his. It wasn't much of a bear. It wasn't even as big as the one he slept with sometimes and would every now and then let her borrow just so she couldn't say anything."Why?"

Ben's only answer was an uncomfortable shrug.

"Okay," Gwen said with one small nod. "She probably won't even notice."

Ben held the bear up in front of him. It was a tiny thing, barely bigger than his hand. Ben twisted his fingers and made the bear wave at the two of them. Gwen almost smiled.

And then he put the bear on her knee.

Gwen started. The bear almost rolled off of her before she grabbed it and tried to give it back to him. "You wanted it."

He pushed the bear back to her. "Yeah. For you."

Gwen didn't answer. She couldn't answer. She just stared at the bear's black button eyes.

"Take it, Gwen," Ben said. "You need something to remember your brother."

"Kenneth," Gwen said. It was the first time she said his name. It was the first time she could even bring herself to say his name.

"Ken," Ben corrected. "Ken Tennyson."

"Ken Tennyson," Gwen repeated and hugged the bear. "It's a good name."

"Yeah."

Gwen set the bear down next to her and looked up at the top of the dresser. She got up and scooted around Ben, but the top of it was just out of reach. She froze for a long moment before she could make herself let go of his hand. She scooped up a stuffed lion and sat back down. Her right hand went back to his even as she held out the toy with her left. "You should remember him, too."

Ben smiled as he took the lion and he squeezed down on her hand.

There were no more words after that. They just sat side by side in the empty room.


	12. Chapter 12: Good Intentions

Chapter 12: Good Intentions

Max Tennyson did the best he could.

He tried to be a good son, a good brother, husband, father, grandfather and soldier.

The soldier was the only one he was ever sure of. He was a great Plumber. Give him a mystery or an artifact and someone to fight and he was set. As for the rest of it...

He'd always wished he'd done better by his sons, and he had no doubt of what they thought of him as a father. He hoped that he had done right by his wife, and he was reasonably sure that he was a good brother. But as a grandfather...

He was a good grandfather to two great grandkids.

It was a little odd, he knew, that the two people he was closest to in the world were his grandchildren. They knew him the best of anyone except maybe his sister, and he knew them better than their parents. He knew them and he was so proud of them. Sure, he had to guide them a little - to remind them that what was easy wasn't always what was right - but they were still children and that was to be expected. Even with the temptations they faced Max trusted his grandkids to do what was right.

They'd earned that trust the night the Omnitrix fell from the sky. He knew most people would have either been terrified or selfish with the device, but not his grandchildren. No, not them. The first thing they did was race off to help save lives. He knew power corrupted, he'd seen too many people fall to ever doubt that, but Ben and Gwen were special.

They were heroes.

His heroes.

If they weren't - if they weren't so used to doing everything in their power to help - they would be hurting so much now. Being helpless wouldn't be tearing them up and they wouldn't have tried so desperately to find a way to fix things.

When he'd told Gwen the news she'd clutched her hands to her mouth and went so pale that he had been afraid she was about to faint. She didn't. She raced into the Rust Bucket and collapsed into her bunk with her spell books. She didn't move from her bunk again until they got back to her house, not even when he stopped for burgers and milkshakes.

Ben had stared after her and looked lost as his hand went to the Omnitrix, but he didn't activate it. Not even when Gwen raced inside. Ben spent the entire ride home sitting in the passenger seat and flipping past every alien form he had in his watch over and over again as he tried to find his own way to fix things.

Neither of them ever did and he could see the guilt eat at them.

It would have been different if they'd been there, he thought. If it wasn't a surprise, if they'd known what was going on and that there was nothing that they could do instead of finding out after and always wondering what if...

No. No. He knew that nothing stopped the wondering. He wondered after every mission where someone didn't come home. And after Verdona…

If he'd been home, or if he'd been the one driving...

There was always a what if. Even after thirteen years there were still what if's. He didn't listen to them anymore, but they were still there. He tried to find something in all those years that might have helped his grandchildren now. Some piece of advice, some story that would make things easier for them. He almost told them about Roswell...

He did tell them a little about their grandmother. He told them how long it took him to finally made him accept the fact that there was nothing he could do. He told them that there wasn't any alien tech, or any magic spells, that could ever fix everything. That all you could do was enjoy life as it went because it went so fast.

That's what he tried to tell them. Ben looked at him and nodded at the right times, but Max knew he didn't hear a word. If Ben did, he wouldn't have gone right back to dialing through the aliens in the watch the moment Max stopped talking. Gwen didn't even look up at him. Nothing he said helped, so he stopped talking and waited to see if either would start.

Neither did.

He didn't have the words to help Frank or Lili either, but at least they let him be a shoulder to cry on. That, and -

Max's hand twitched as he remembered how light the casket had been. It should have been heavier. It held the hopes of his kids, after all. He knew that his sons loved their children, just like he knew that they had both prayed for more...

And that this was the closest either had ever gotten.

They laid Ken down next to his grandmother. It was the first time Max had seen her tombstone in years. He'd hoped it would be easier after all this time. It wasn't, but he'd held together.

After the funeral the entire family had settled at Frank's house. Lili sat in the middle of the couch, with Frank and Sandra on either side of her. She held their hands in hers and stared into nothing. She didn't make a noise except for the occasional sob. Her red hair was the only part of her with any color, and even that seemed faded.

Max had settled into an armchair in the corner while Lili's parents sat in the other couch with Carl and tried to think of something to say. He was still thinking when he heard a voice call his name.

"Dad. Dad, wake up."

"Sorry!" Max jerked in his seat. He didn't remember falling asleep. He didn't even remember feeling tired. But now he opened his eyes and saw everyone watching him. Almost everyone. Lili was leaning on Frank's shoulder and snoring softly. She still had his and Sandra's hands trapped in hers. "Sorry."

"It's okay, Dad," Frank said and he shared a look with his brother that would have been a grin at the old man's expense on any other day. "I think we're all going to turn in."

Max nodded and fought back an embarrassed yawn. It was barely dark outside and there he was falling asleep in a chair like he was an old man. He knew he'd be hearing about it later from - "Where's Ben and Gwen?" His eyes went around the room and he realized that the kids still weren't there, and that he never saw them when he got back. He'd thought that they'd gone to get changed, but...

There was an awkward moment as everyone else looked around, too. Awkward and guilt-filled. "I think I saw them head upstairs when we got back," Lili's mother said as she glanced at her husband for confirmation.

He shrugged and looked uncomfortable. "They must have gone to bed."

No one checked. No one ever thought to, not even him.

"I'm going to tell them goodnight," Max said as he stood and his stomach twisted. Not with guilt, or not just with guilt. He'd never meant to leave them alone for so long, just in case either finally decided that they wanted to talk. No, the thing that made his stomach twist was the fact that the two had been quiet for so long. On the best of days, Ben could find trouble just by walking down the street and Gwen would follow along, complaining and enjoying every minute of it.

Today wasn't the best of days and Max knew how tempting it could be to go and start trouble just to focus on something besides the pain.

His heart nearly stopped when he looked in Gwen's room and saw that it was empty except for the clothes tossed on the floor. He fought the urge to find the nearest television and check the news as he went further down the hall.

When he found them in the nursery, he wished he had a camera.

Ben was lying flat on his back on the floor in front of the crib while Gwen was curled up right next to him. She had her head on his chest and an arm wrapped across his stomach and he had his arm wrapped around her. The best part was the stuffed animals that they were both clutching in their hands.

Max grinned. This was even cuter than when he caught them dancing. And it was always so much fun to see how fast they blushed when he brought THAT up.

His smile faded as he looked at them. No, at their clothes. The black they wore was a stain in the bright room. It should have been a happy place, not a…

He was almost a Grandfather for a third time.

Grandpa Max looked at the crib and saw a thousand things; him teaching Ken how to fish, how to play ball, how to cook. Maybe taking him on a summer road trip of his own. Max's chest tightened as he saw it all, a lifetime…

A lifetime that was already done.

If only…

And that was when Max stopped himself. He ducked his head and took a deep breath. There wasn't anything he could do for Ken, but he still had two grandchildren that needed him. He thought of leaving them there, but he just couldn't. After all that had happened today, they deserved something more than the floor. It didn't matter how comfortable they looked now.

He picked Gwen up first. He was always surprised at how light she was as he lifted her. He'd seen her take on aliens five times her size without pausing so often that he sometimes forgot that she was only eleven and maybe eighty pounds. She mumbled something as he picked her up. He barely had her cradled against his chest before she opened her eyes and started looking around. Her eyes found his, and they were so red and puffy that the usual bright emerald of them was lost. It broke his heart to see the pain there, but it was also a relief.

He watched her all day and he knew that she hadn't cried. Not once, not even at the funeral. He was glad that she finally let it out.

"Grampa?" Gwen mumbled.

Max hugged her a little closer and kissed the top of her head. "Go back to sleep, Honey. I'm just going to put you to bed"

"Whr's Ben?" Gwen was still blinking. She started to push away from him so she could look around.

Max smiled. A year ago he never would have imagined that she would have even asked. Sure, he'd hoped they would get along better, but honestly he would have been thrilled if that had just been to stop screaming at each other. And they had. Until last week anyway. But this… he never would have imagined that Ben was the first thing she thought of, or that he would have been the one who had been there for her today. "I'll get him next."

Gwen blinked at him one more time and then she nodded like she was giving permission. "K." With that she put her head against Max's chest and started to breathe easy again as he carried her out of the nursery.

Frank was standing in the hall waiting for them. "So that's where she was," he said with a strangled tone. He reached out and took her from her grandfather. Gwen grumbled in her sleep in the switch but quieted when her father kissed her forehead. He carried her into her room while Max took off her shoes and turned down the bed. The two men tucked her in, dress and all. She rolled over on to her side and curled up around the teddy bear she still had clutched in her hand.

Her father looked at her and brushed her hair from her face. Then he pulled a handkerchief from his pocket and gently wiped her eyes. She scrunched up under her covers at the attention and hid her face in her pillow. "You don't have to go, Dad."

Max had just been turning away. "Ben's still in the nursery."

Frank's face twitched at the word, but he nodded. "I'll get him."

Max shook his head. "I've got it." He knew his son couldn't face that room, not today. "Just tell me where you want him."

His son shrugged. "I don't know. Paul and Mary are in the guest room and Carl and Sandra are on the fold out in the office. They were going to go home, but Lili asked Sandy to stay."

Max smiled a little. He was glad that his daughters-in-law had forgotten about their grudge for a day. Hopefully it would be forever. Then at least something good would come out of today. He looked over at the love seat that was under the window. "We can put him on that."

"You sure he won't mind?"

"He's been sleeping on a bunk for almost two months. I'm sure that's more comfortable."

"Right."

If Gwen was sound asleep, then Ben was dead to the world. He snored the whole way in and kept on snoring even as he was set down on the couch. Frank grabbed a pink and blue afghan from the foot of Gwen's bed and put it over Ben.

They stood there for a moment, just looking at the two before they walked out.

"I wish I could sleep as well as them," Frank groused as he closed the door behind them.

"Those two will sleep through anything. Well, as long as the air conditioner is on, anyway."

"I heard all about Death Valley," Frank said with a chuckle. Max startled a little and tried to imagine how she had explained the Christmas Village. "Gwen didn't think thermometers even went that high."

"It always chooses the worst second to break," Max agreed with a nod. There was a moment of silence before Max glanced over at the nursery. "The room looked good."

Frank smiled just a little. "We've been working on it for weeks. Lili did a lot of it. And I got to use the fix-it skills I inherited from you."

"Glad to be a help."

Frank looked at his daughter's door. "You were right, Dad. We should have told her."

"It would have been a great homecoming surprise for her." Max reached over and put his hand on Frank's shoulder. "You're already a great dad, Frank. I'm so sorry you didn't get a chance to prove it again."

Frank closed his eyes and took a deep breath. "When Lili got the news... Gwen was all we needed, but..." his voice broke off. "It would have been nice."

Max pulled his son into a hug. He didn't see the thirty-two year old man just then. Just the six-year-old boy he'd once been.

Frank tried to say something, but all that came out was one strangled sob. After a moment they pulled apart. Frank wiped at his eyes and yawned. "I'm going to hit the hay too, Dad," Frank said. Then he paused and gave his father a guilty look. "I didn't think - Do you want to stay in Gwen's room? We can put the kids downstairs."

Max shook his head. "I'm going to go back to the Rust Bucket."

"We can find room for you, Dad."

"I know, Frank. Thanks. But I'll be right outside."

"Are you…"

"Go check on Lili."

Frank nodded and gave his father another hug. "Thanks for being here, Dad."

"Always…" A trill from Max's back pocket made the promise a lie before it even left his mouth. It was his old beeper. He'd put it on after the attack on Fort Tesla and forgotten all about it.

Frank didn't. He'd heard it too often, had seen it pull his father away too often to ever forget it. He glared at the little black box and Max couldn't meet his son's eyes. The beeper rang again. Max pulled the plastic box from his pocket.

"Your clients forget that you're retired?"

"Looks like," Max muttered as he read the small screen on the top.

"Must be some emergency if they had to bring out the big gun." Frank smiled, and Max didn't need to be a secret agent to see how fake it was. "How long until we see you again?"

"Probably in about eight hours. Six if you want me to make breakfast," Max said as he turned the beeper off and shoved it back into his pocket. "Someone else can take care of that."

"Thanks, Dad," Frank let out a tight breath and then he smirked at his father, "but I think we'll figure out something else."

"Don't know what you'll be missing." Max put his hand on his son's shoulder. "I'll see you in the morning.'

"Goodnight, Dad."

Max waved one last time to his son, but as soon as the door closed his smile died and he sighed to himself. He hoped he hadn't just lied to his son. The message hadn't been urgent, or even an alarm. Just a note. 'See you outside, W.'

An alarm would have been more welcome. At least then he would have had some idea what to expect.

Max walked downstairs and out the front door, and every step seemed to make him that much older. He felt all the little aches he'd forgotten about; his knees hurt from so many chases, his ribs ached from that one bad landing he'd had back when he was a pilot, the pain in his left hand he'd gotten after punching a Fourarm and a dozen more. By the time he got finished running through it all, he realized there wasn't a part of him that didn't hurt or twinge in some way. His steps slowed with each remembered ache.

The worst thing was how tired he was.

He tried to tell himself it was because he'd just been up for forty-eight hours, and been through a ringer. With all of that and the week he'd just spent dealing with the kids at each other's throats it wasn't any wonder that he was exhausted. He tried to tell himself that, but he knew better.

He was getting old.

No, worse. He was old.

By the time Max reached the door it felt like he'd gone miles instead of feet. For the first time, he felt too tired to face whatever was waiting for him. He was that tired. What more, he was retired…

The Rust Bucket was so inviting. He glanced through the dark window and saw that it was just how he and the kids had left it that morning. There were dishes piled in the sink, Ben's clothes tossed on the floor and Gwen's laptop was still sitting open on the kitchen table.

Max opened the door and went inside.

He didn't bother to reach for the light switch - the lights turned back on the second he closed the door. If anyone looked through the windows right now they would see him turning on a light here or there and moving around as he got ready for bed. They would never see him sitting at the kitchen table. More importantly, they would never see the man he was sitting across from.

"You're a long way from home, Wes. Problems at the reservation?"

"No, no trouble at home," Wes Green said. He was dressed for a long trip in jeans and a faded plaid shirt with his long gray hair tied up in a ponytail. If anyone had seen him they would have thought he was a handyman, not a Chief or a Plumber. There was a glass of ice water on the table in front of him. He'd been nursing it for a while if the little rings of water on the table were any indication. The glass was the only thing still on the table. Gwen's laptop had been picked up and placed carefully on the small kitchen counter along with whatever papers and toys had been around. Wes had always been a bit of a neat freak. "Things have been calm since you and your grandchildren visited last year."

"That's good. I was afraid our furry friend had paid another visit."

"No. He would have been easier to deal with." Wes started to say something more, but then he stopped and sighed. "I'm sorry to have to do this to you today. I almost caught up to you in Oregon when you took off. I knew something had gone wrong then, but I didn't… When I found out I wanted to wait, but Jim insisted."

"Jim?" Max asked and he tried to make it sound casual. "I should have known that he was behind this."

Jim Huxby. The first Plumber. He wasn't the first one to fight aliens and magic, he'd just been the first one to get the government to pay for it. It helped that he stopped Nazi infiltrators from calling down an Elder God on Washington D.C. the week after Pearl Harbor. It helped even more that he'd already been a colonel when he did it.

Max still remembered meeting the man. It was hard to forget his new boss telling him that he never would have been picked if the old guard hadn't gotten so old, recommendation or not. It was not what Max wanted to hear. Not after he passed up being the mission commander of Apollo 11.

His sons had never forgiven him for it when they found out. Frank used to be such a space nut.

"If you're lucky, the only thing you and the rest of the green idiots will have to deal with are the aliens," was the second thing the man had to say.

And Max had laughed in his face. He remembered when he'd been the rookie pilot and all the horror stories the other pilots had told him about in Korea and figured it was just more hazing the new guy.

And then he saw the films. He'd seen horrible things in his life, but nothing like what had happened in second World War. The true history of what happened during the war, when things that could only be summoned by mass murder were called up. When cities had to be burned to stop them.

"He still hasn't retired?" Max said. The man was ancient the last time Max had seen him. Now he had to be pushing 100.

"That man will retire when he dies" - Wes shook his head as he reached down to the seat next to him - "and he'll never die." He picked up two manilla folders and set them on the table in front of Max.

Max felt the old thrill that never went away. A part of him was ready to jump in. "No."

Wes raised an eyebrow, but he didn't look all that surprised. "No?"

"No. I'm retired."

Wes nodded. "I told him you would say that." He let out a dry chuckle. "I said it, too. I told him there's more people out there than us old fossils. I told him that I was done."

"But-"

"But Jim pointed out that we were only as retired as he wanted us to be." Wes scowled and took a drink as he pushed the folders back across. Max looked a them this time and his eyes went to the bright red stamps on both and his eyebrows went up in surprise. The top folder was stamped Cosmic Top Secret. Technically, it was an act of treason to even have it off base. The top of the folder was marked Project: Chimera.

Max's stomach dropped at the name. Field agents like him and Wes were left in the dark about what the people in research were up to, but that didn't mean that they didn't hear things. There were always rumors about better suits, bigger guns and faster cars. And hover bikes. Stories about hover bikes came out every couple of years like clockwork.

Max would have loved to have had a hover bike.

They talked about Chimera, too.

It was the kind of thing that should have been used to scare the new kids. It wasn't. Chimera was only talked about with people you've known for years and even then it was in whispers. This was the first time he'd ever saw the name written down.

Plumbers started out knowing they were outgunned. No matter how much alien tech they got their hands on, the aliens had more and better. Even worse, almost every species out there had some physical advantage over mankind. Between the two, humanity was stuck.

The rumor was was that forty years ago, the Plumbers decided to do something about it. That they spent thirty years playing with a mix of alien genes, all of the assorted machines they could beg, borrow or steal, and the best bit of human science and guesswork they could manage.

Rumor said that the results were locked away in a room somewhere. That most didn't look even the least bit human, and that those were the easiest to deal with. Some survived. Some always did, in those kinds of stories. That the ones that managed to be born were sent out into the world with their deformities blamed on chemicals or radiation and kept under observation in case they developed something useful.

Max had always thought that they were just stories until last year. He'd seen Ben take on so many people who were... different that he had to wonder.

Finally, he couldn't help himself. He grabbed the folder and opened it. The first couple of pages were a recap. It was a list of failure after failure until the last few years. Then they had some success, but it was just in time to be canceled as a casualty of the budget cuts that came after they drove off Vilgax. He read and couldn't stop shaking his head. "It was all true?"

"Yes."

"And they are going to try again? Didn't they learn anything after the first time?" Max felt sick as he shoved the file away. "What on Earth has changed?"

Wes caught the folder and placed it off to the side. Then he wiped his hand on his jeans. "Your grandson."

Max tensed and looked out the window. He didn't see anyone else out there, but that didn't mean anything. If they had finally come to grab Ben... He would have to abandon the Rust Bucket. The Plumbers would find it too easily. And they couldn't use any of the cars parked outside.

Not that it mattered, he knew how to hot-wire pretty much everything. Which reminded him, he'd have to teach Ben and Gwen how to do that. And how to pick locks. He'd made plans for this over the years. If they managed to get out of Bellwood they would head south into Mexico. After that, they would have time. Time and options. He had contacts that could get his entire family off world in a few days. The second hardest part would be convincing them to go before it was too late.

The most difficult was sitting across from him. Wes Green had saved his life a dozen times, just like Max had saved his. They'd been friends for decades. Max had been there when Kai was named.

None of that would stop him. Not from protecting his family.

Wes met Max's eyes and didn't move. He didn't look surprised, but he did look offended. "If that was what Jim wanted, I would have told him to go to hell."

Max nodded but didn't relax at all.

Wes let an angry sigh escape from his mouth. "Yes. They have made plans. I don't blame them. Your grandson is a good man, but if I hadn't met him I wouldn't have trusted an eleven-year-old boy with the world's most powerful alien artefact either. Don't tell me you haven't thought about trying to remove it."

"Of course I have," Max admitted with a grimace. It was all he'd thought about for the first month. The kids thought it was an adventure, and so did he sometimes, but he knew how dangerous it was. Max stood and got a glass of water for himself. That was why he'd taken Ben to Fort Tesla to begin with. He'd told Ben that they were just going to find a way to dampen the Omnitrix' power surge so everybody within a thousand miles couldn't follow it back and they had. It was a reason, but he was really looking for a way to take the watch off.

Max had put Ben through every scan he could think of, and they all said the same thing. It wasn't a sophisticated lock that kept the Omnitrix in place. No, the device had melded itself into Ben's body. The scans that were sensitive enough showed a thin lattice of fibers that ran from Ben's wrist to every other part of his body, including his brain. It was like a giant antenna.

The only good news was that the computer was sure that trying to cut it off would more than likely destroy the Omnitrix. That was the only reason why Max had sent in the report in and every scan he had taken. He wanted to make sure that no one got any ideas. "I'm glad Jim read a report for once." The words were just a little bitter.

Wes chuckled. "Jim gave the report to every scientist, doctor and witch doctor he could get his hands on. He didn't believe them either, but he didn't want to risk the tech. At least not right now."

"Right now," Max repeated the words, and they still sounded threatening. "If he doesn't want to take the Omnitrix right now, why did he track you down?"

"Because you've given him another option."

Other options? It took him longer than it should have to look at the scans again. As he looked at them, he realized that they were basically a blueprint. "They can do it?"

"They found someone who had already started."

Max frowned. Already started? Plenty of people had tried to steal the thing, but the only person he knew of who could even come close to copying its effects was...

"They brought in Animo? Didn't they see what he did to our guys last month?"

"Yes. That was why he was brought in."

"We spent a YEAR trying to keep that madman from getting the Omnitrix and Jim just hands it to him?!"

"He was the expert," Wes said. "And he won't be running off with it for a long while."

No, Max thought, he wouldn't.

"The lab boys said it took a genius to design the Omnitrix." Wes looked through the window to the dark house across from them. "A genius to build, but a madman might be able to copy it. Some of it."

"An economy model." It's what they did. They did it with everything that looked even a little useful. But for this...

"Yes. A one for one change. The white coats were already playing around with Dr. Animo's work when both the man himself and your scans fell into their hands. They think they'll have the first prototype by next year. After that..."

It was a good idea. A whole squad of Bens. Even if they were limited to one form each... He could almost see it. Max rubbed the back of his head. "I never should have sent in the scans."

"It would have saved everyone trouble."

"Except for Ben." Wes nodded and looked away, and just like that, Max knew that he'd told Jim to go to hell. "Damn."

"That's what I said when Jim appeared on my door."

"The boss paid you a personal visit?"

"He wanted to talk to the important people himself."

Max shook his head and chuckled. "Didn't want to chase me across the country, huh?"

Wes grinned. "He said he was busy cleaning up your messes."

And that was what it came down to. Messes.

There were less than there used to be. Despite what he told the kids, the Plumbers never closed down. Just downsized. There had been so little activity after they'd beaten Vilgax that there were only a few teams around the world to keep an eye on things while they put all their research and development in one base.

That's all they needed. The Plumbers were formed to keep Earth safe, not to protect the universe. Sure, there were moments when the Plumbers cooperated with the Galactic Enforcers. They shared some intel and turned over the occasional smuggler or wanna-be galactic conqueror, but that was it. For the most part, the Earth and the Universe pretended the other didn't exist.

Until last year.

And that was nothing compared to this. "Everyone will notice if we do this." Max tapped the report with every word.

"Yes. We'll be seeing sails on the horizon again," Wes said with dark humor. "I hope it works out better for us this time."

Max flipped through the file again. It was all there. He'd given them every bit of information they needed. There was only one thing it didn't answer.

"Why are you telling me about all of this?"

Wes looked out the window. "Pretty night."

"Just tell me."

"They need volunteers."

Max threw his head back and laughed. "And he thought of us? I'm sprier than I look, but as far as I can tell the alien forms match our ages and I don't think a couple of sixty-year-old Fourarms are going to do anyone any good."

"Not us." Wes gave him a look and he tightened his jaw. "'The scientists think that there was a reason that the Omnitrix picked your grandson."

"It chose Ben because he was the closest to where it landed."

"They think that there was more to it than that. That he was the only one that it could bond to."

Max's eye twitched. "Destiny?" He'd heard all he needed to hear about destiny from his sister over the years. She believed, he didn't. They fought about it until they agreed to never talk about it again.

Wes scowled. "Do not discount destiny. We are all bound by it."

"I'm sorry, but I don't want to talk about destiny today."

Wes winced and nodded. "Even without destiny. The psychologists believe that it chose him because he was still a child and could mentally accept the change better."

"Plenty of adult aliens chased after that thing." Destiny and psychology. Max shook his head. He'd been up too long to even want to think about either. "They based that off of one person?"

"He is all they have to compare to," Wes said. "Copying the device will be difficult enough. They will not make it more difficult. Your grandson is the only one who has ever used it. He is a child, so they will use children."

"Children?" Max felt sick as he whispered, "Gwen?"

"And Kai." Wes finally met Max's eyes. And for the first time in a very long time, his friend's eyes were cold with anger. "Jim thinks they would make ideal Kinecelerans. Gwen even more so because of her karate training."

"No."

"No? She has the heart of a warrior. I saw that last summer. Just as I saw the way she watched her cousin. She was proud, yes. Proud, but jealous."

Max swallowed. "If you'd asked last summer, she probably would have jumped at the chance. Not now." The Plumbers did good and necessary work. Max had always known that or he never would have joined. But this, turning children into soldiers...

He was suddenly very glad he'd never told them about Gwen's skills with magic. That was a gift even rarer than alien technology, and if he had... "Are you?"

"No." And that was it, no explanation.

Max nodded with relief, but his still looked at the report. "Is Jim going to insist?"

Wes' eyes turned and looked out the large window. His friend's face had become a stoney mask, and that was when he was always the most dangerous. Finally, he shook his head. Just once. It was the barest jerk of a motion but it was enough to calm Max's stomach. "Not with us. Not yet." He shrugged. "In a few years, who knows? Maybe I'll be wrong. Maybe it will work. Maybe it will be something she wants. If I am not, and he does insist, at least I will have time to..." He stopped and looked at Max. "If he does, bring your grandchildren to me. My people will keep them safe. You have my word."

"Thank you," Max said, and some of the stress went from his back.

"Besides, he doesn't have to insist. There have already been volunteers."

"Who is he going to get that's crazy enough to do this?"

"Several of the younger Plumbers are more... determined to make their mark than we are. I heard that Morningstar has already volunteered his son."

"Lou always had more pride than brains." Max shook his head and looked at the other folder. Unlike the first this was only marked top-secret. "And that? More good news?"

Wes let out a breath and almost smiled. "More of the old kind. They managed to recover some video from Fort Tesla's backup drives. Jim asked me to have you take a look. Maybe keep an eye out while you wander."

Max nodded and opened the folder. There were a dozen pictures of aliens wandering around the base, trashing it. Most of them were humanoid with what looked like squid heads, exposed brains and one eye. Maybe six feet tall. They looked almost identical. There was no way for him to tell how many there were.

"They're not on any of our lists. And our contacts claim not to know anything."

"Claim?"

"Jim thinks they're lying."

"He thinks everyone's lying," Max said as he flipped through the first eleven photographs of the aliens tearing through the base. They focused on computers and written records at first. And then they destroyed everything else. The last was the most interesting. In it was the one unusual alien that he'd only seen a bit of in the other photographs. It was caught just as it discovered the security camera, so Max got a good look at it. The stiff way the other aliens stood around it made it the leader. The alien was giant, almost ten feet tall, and humanoid with snow-white skin, black hands and feet. There were eyes on its face and chest. Max's eyes went to its purple face, but he couldn't read any expression in it. "I've never seen them before. Have they shown up anywhere else?"

"Not that we can see. The alert is out, but if they've left..."

He knew just by looking at it that the alien wouldn't stop until it got what it wanted. Whatever that might be. He flipped further into the report and saw that nothing had been taken. They had just gone through and destroyed everything. It didn't make any sense. The base hadn't been used for years, not until he started taking Ben to it back in the fall.

The Omnitrix...

It always came back to the Omnitrix.

"I'll keep an eye out."

"I figured as much." Wes looked at the plain watch on his wrist, then looked at his friend. "I know this had been a rough day. Now that the business is done, is there anything you need?"

"Just some sleep."

Wes stood and put his hand on Max's shoulder. "Then I'll let you have it, old friend. Please, tell your family that they are in my prayers."

"Thank you."

The door didn't even click when it closed behind Wes. He'd gone, but he'd left the two folders behind in front of Max. Max stared at them. They were going to make children into soldiers using the work he'd done to try and protect his grandson. He'd already buried one child already today, and now he had to wonder how many more would be buried because of him.

He sat alone for a long time.


	13. Chapter 13: Uncharted Territory

Chapter 13: Uncharted Territory

"Someone turn off the sun," Ben muttered as he pulled the pillow out from under his head and put it over his eyes. It felt like he was trying to sleep in the middle of a spotlight. He shoved himself deeper into his bunk and tried to get comfortable.

But instead of the comfortably cool metal wall he expected he rolled into more upholstery. He opened his eyes and saw the light blue back of a couch.

"Not the Rust Bucket."

Ben immediately checked, as subtly as he could, to make sure he could move and that there weren't any strange machines attached to him. Well, any but the one he always had with him. It came up way more often than it should in his life.

It was one of the drawbacks of being a superhero.

Once he was reasonably sure he wasn't locked up he tried to remember where he had been. The last thing he remembered was lying on the floor of a dark room with Gwen lying on his arm. He had been staring at the ceiling and listening to the soft wheezing snores that she always denied she made no matter how often he recorded her doing it. He remembered thinking about changing into Fourarms to carry her to her room right before he yawned and closed his eyes for just a second.

Just remembering yawning made him yawn again. He stretched out, took a deep breath and finally noticed the softest scent of oranges that filled the air. It was a smell he was very familiar with. "Gwen?" He rolled over and stared at the empty but made bed across the room from him. Almost empty. The blue teddy bear he'd given her was resting on the pillows.

Ben stretched and groaned a little. The couch was comfortable enough, but it wasn't as nice as the bunk he was used to. He looked over at the bed and wished whoever had brought him in here had just let him sleep…

"Not finishing that thought," Ben muttered to himself as he remembered whose bed that was, and who must have slept in it the night before. Just being bunk mates was weird sometimes, he couldn't imagine…

Except he didn't have to imagine. "So not the same thing," Ben said and leapt to his feet. They'd been little then. Babies. The memory still made his arms itch.

They'd been four or five and Ben's mom had brought him over to spend the night. He still remembered the look on Gwen's face as she came running down the stars and telling him in a rush all the games they had to play. He was just about to go off after her when their moms went to the kitchen together instead of his leaving. Which was bad, because if their moms stayed together for more than five minutes they would start to argue. And the second that happened, either Ben or Gwen would be scooped up and taken home no matter what they were doing.

So Gwen sat by the door next to him as they waited for the fight to start.

Except it didn't. Gwen's mom gave his a cup of coffee and told them to play. The only time either had even raised their voices was when they tried to get Gwen to stop scratching the little red bumps that covered her body and were driving her nuts. Gwen even gave him a lollypop when they weren't looking just to scratch her back.

He'd asked Gwen's mom what the bumps were, but Aunt Lili told him not they were nothing and to go have fun. He should have known it was a trick because two weeks late he learned how itchy 'nothing' could be. The only good thing was that he got to stay home from school for a week just like Gwen had. It was a lot less fun than he had thought it would be.

When he finally got to go back to school, his friends told him what the 'nothing' was. Cooties. Of course it had to be cooties. He'd yelled at her when he saw her next for getting him sick. That was the start of a lot of yelling.

Except for five minutes yesterday, when Gwen's grandma had herded him in here to change, that was the last time he'd been in her room. It was pretty much the last time he'd even been in her house.

Now that he had a chance to look around, Ben had to admit that the room looked a lot nicer. He'd probably only need a half-hour long shower to keep the cooties off this time. She had gotten rid of all the pink and repainted her walls with different shades of light blue. Well, as much of the walls as he could see. There was a huge poster of Einstein sticking his tongue out hanging over her bed while a dresser with a mirror sat across from the bed and three bookcases lined the wall next to the door.

He found his good clothes lying on the floor where he'd left them and gave them a quick sniff test before he changed out of the dress clothes he'd slept in. Then he went looking for anything with blackmail potential.

Ben wandered over to the bookcases. Only the middle had any books, and he only looked at it long enough to make sure there weren't any adventure books or comics. Not that he really thought there would be, but it would have been nice to have something to look at. All he saw were school type books on science and computers. Ben recoiled at the sight of them. He wasn't about to read any school books on his vacation, no matter how bored he was.

The one to the right was all little knickknacks. Ben recognized her old karate belts right off the bat. Gwen had them hanging in a frame that sat right on the middle shelf, right at eye level. It was a fancy frame, with a spot labeled off for each belt. Only the spots for the white and yellow belts were filled. The orange was probably waiting by her gi.

Most of the rest of the stuff on the bookshelf was beyond lame, but the Dweeb had managed to get a few cool things. Not as cool as what he had, but still pretty good. The two best were a big chunk of gray rock with chisel marks that kinda looked like part of an eyebrow, or maybe a beard, from Mount Rushmore. Next to that was a silver dollar sized red stone with black lines that Ben recognized right off the bat. The Keystone Charm of Bezel. He picked it up and flipped it around in his hand and waited for it to make him more awesome than he already was, but it didn't.

Couldn't improve on perfection.

That and it hadn't worked in a year. Still, it was kinda cool, even if it was busted. He flipped it around in his fingers and remembered how happy she had been when she'd found it and now it was just sitting on her bookcase. It seemed like a waste. It was her coolest thing, and she couldn't keep it with her like he did his. He looked at the stone and had an idea. And the idea became a small crime as he slipped the charm into his pocket.

If things worked out like he hoped, he just saved himself some work for Christmas this year. And it would bug her for months when she noticed it was missing. A double bonus.

He looked over the rest of her trophies. There were a few more cool things, but most of it was just awards she'd won at school or for her stupid science camps.

And Ben didn't care about any of THAT stuff. Not even a little. And he wasn't scowling at all when he walked over to look at pictures filling the other bookcase, which was filled with framed photographs.

There were plenty of photographs of her parents and grandparents, of course. Pictures from birthdays and Christmas, or just fooling around in the back yard. And there were plenty of her, mostly from at school or her clubs, almost all of them involving her on stage with some ribbon around her neck or an award in her hand.

One of the better pictures was of her and Grandpa Max that was a few years old. Grandpa Max was holding Gwen on his shoulders and charging the camera while Gwen had her head down and her hands to her forehead. It looked almost like she was covering her eyes until Ben saw that she was holding her two index fingers out like horns.

It was just more proof that the Dweeb could have fun. It gave him hope.

The oldest photo - one that was so old that it was actually yellowing in its frame - was sitting right on the middle of the center shelf of the bookcase. It was of Grandpa Max cradling two babies in his arms. The babies looked almost identical except for the hair. One had a dark dusting of hair and the other a lighter shade. Both of the babies were looking up at Max with wide but unfocused eyes and he was grinning as he looked down at them. It was only when Ben noticed the blue socks on the dark haired baby and the pink on the light haired that he realized who they had to be.

Ben smiled, but it faded as he looked over the rest of the photographs and realized that was the only one he was in. "Dweeb," he muttered and turned away.

He looked over the rest of the room and tried to decide what to snoop in next. The dresser had some opportunities, but a lot of danger. Not just because someone would find him if he tried to search all six drawers, but because…

To put it bluntly, he'd seen all he'd ever wanted of Gwen's clothes during their week long fight. Sending him up against Vilgax without the Omnitrix would have been more fair than forcing him to do her laundry. Grandpa Max wouldn't even let him borrow the Plumber suit.

And if she did hide anything good in her dresser, it was probably under something lacy. He could not deal with lacy. Not today.

And he didn't even want to think about her closet. If it was anything like his, opening the door would unleash a tidal wave of junk. Junk he'd have to clean up.

So he settled on the nightstand by her bed. There was nothing on it except for a lamp and an empty picture frame, but there was a drawer that had some promise. He gave the door a quick glance before he sat on the very edge of her bed and opened the drawer. He'd hoped for a diary for sheer embarrassment potential. He still kicked himself for using Upgrade on her computer in front of her. By the time he realized he could have snooped through it she'd already cleaned it out.

Except he had even less luck with the nightstand.. It was empty except for some jewelry, an envelope full of money that he didn't touch, and a bunch of sticks of lip gloss. "Ew, gross," he muttered as he found an open tube and the gooey gunk inside got smeared across his fingers.

Ben sighed as he closed the drawer and absentmindedly wiped his hands on his pants. He gave the dresser another look as he stood – maybe if he could find some kind of stick so he didn't actually have to touch anything - and smacked his leg right into the nightstand. He managed to catch her lamp before it fell, but the picture frame that had been sitting facing the bed fell over onto its face.

"Oh hell," Ben whispered as he gave the door another look. He prayed for the best as he lifted the frame. The glass wasn't cracked, but somehow a photograph of Ben, Gwen and Grandpa Max standing in front of the Liberty Bell had appeared inside of it.

"Now that's a good trick," he said to himself as he picked up the frame and started turning it this way and that just to figure out the secret.

He almost thought it was magic until he noticed the three small buttons at the top of the frame. He touched the first and the picture changed to one of him and Gwen making faces at IT, the world's biggest rubber band ball and strangest prison.

"Cool," Ben said. It must have been one of those new digital picture frames his Mom was always going on about. It figured that the geek would have one. He kept hitting the button just to see what she had in it. Gwen and Ben chasing each other on the beach, followed by one of the two of them all dressed up for Cousin Joel's wedding. The next was still them dressed up, but a more dignified shot of him pulling his eyelids open while Gwen had her mouth pulled wide and was sticking her tongue out at the camera.

Ben grinned. It wasn't often Gwen actually loosened up a little. If the proof wasn't sitting in front of him, he probably would have thought he'd imagined it. And that was a good day, full of alien butt kicking…

…and the feel of Gwen's hand in his while her waist moving under his left hand as she taught him how to dance. Ben blushed just as brightly now at the thought as he did when Grandpa Max caught them then and every time he brought it up after. The only thing that made that story bearable at all was that Gwen would go just as red.

Ben pressed down on the button and prayed the next one wasn't another wedding photo.

It wasn't. It was Grandpa, Gwen and him standing in front of Santa's Workshop at Christmas Village, then a picture of a park somewhere. Ben was lying across a picnic table reading an issue of Super Sumo Slammer while Gwen snuck up behind him with a water gun.

Ben kept tapping the button and staring at the flood of pictures. She must have scanned every photo they'd taken last year and loaded them into the frame. Well, every one that didn't have aliens in it. She had to have spent days doing it.

He put the frame down when he realized that and felt oddly guilty.

Almost as bad as he did that time he'd gotten them kicked out of a 4 star hotel and cost Grandpa a bunch of money. Or when he'd helped Kevin beat up some kids. Which was the same day, he remembered. Two major screw ups in one day was a record, even for him.

No, he was used to feeling guilty, but never just for looking at some pictures. Pictures he was in! But it felt more like snooping than anything else he had done since he woke up. He looked and realized that the frame was pointed right at her pillow. She must have looked at it every night.

"What are you up to, Dweeb?"

Ben spun around and saw Gwen standing at the door. She'd changed into jeans and a light yellow tank top. She had her arms crossed and was glaring at him from under the still damp bangs of hair that hung down between her eyes no matter how much she blew at it.

Ben took a half-step away from the nightstand and glared right back. "I'm just waiting for some people to stop hogging the bathroom, Doofus."

Gwen's opened her mouth and he thought she was going to start the next round of insults. Insults Ben was more than ready for, but instead she looked down at her toes and muttered a soft, "Sorry."

He wanted the insults. That's how it was supposed to go. Maybe if he gave her a good enough one, she'd get back in the game. "You're not going to start crying again, are you?"

Gwen's eyes shot back up and she nailed him with a hot glare. "So not." He let out a sigh of relief that things were back to normal when he saw how watery her eyes looked. She wasn't crying now, but she was on the edge.

And he felt like dirt again. He looked away and scratched at the back of his head. "Good," he muttered. He was as surprised when he added, "I hate it when you do."

He didn't see her move, but he sure felt it when they collided. She drove him back a half step. He was sure she'd just tackled him and was ready to take her worst when she gave him a hug.

Ben's arms went around her without him even thinking about it. Which was a good thing, because he was way too busy trying to figure out when he started to hate seeing his dorky cousin cry. Was it because of yesterday?

He'd never seen her like she had been yesterday. He would have given everything he had to keep her from ever looking like that again. He spent the entire ride home trying to find a way to fix things, to give her back her brother. But all he could do was sit with her. He'd never felt so useless in all of his life.

But it wasn't. Even before that, with the insults they traded, the pranks, and the occasional fight, even at their worst, even when they were so bad that their families stopped even visiting each other - He could yell at her, tease her , insult her – and he'd come up with some good ones over the years - chase her, but he always stopped when it looked like she might really be getting upset.

Except for one time, when they were eight. Grandpa Max had somehow convinced both of their families to come out to a camp ground for a couple of days during the summer, right after school had gotten out. Gwen and her mother spent both days bragging about how well Gwen had done and asking Ben about his grades until he'd had enough and thrown her favorite doll into the fire right in front of her.

That was their worst fight ever, even before their mothers had gotten involved, and their last family vacation. He'd watched her burst into tears then, too, and hated it just as much as he did right now. And he had no idea why.

Just like he had no idea why he was hugging her back. He had no idea why he was doing it, but it felt... not wrong right up until the second Gwen pulled away. Then it felt like his face was on fire. "What was that for?"

Gwen blinked at him. Her own cheeks started to burn even as the corners of her mouth twitched up. "Doofus," she said with a roll of her eyes.

"No, really, why'd you…?" He paused. He couldn't force out the word hug so he just kind of waved around his stomach.

Gwen just shook her head, which made her still damp hair dance around her face and sent her bangs into her eyes. "One day I'm going to trim this off," she said as she slipped by Ben and opened the top drawer of her dresser. She pulled out a little yellow hair clip and clipped her hair back into place.

That important task done, she turned back and marched to the door. "Come on. Breakfast is almost ready." As she passed Ben again she reached down and caught his hand in hers and pulled him after her.

Ben started a little at the feel of her hand in his as she pulled him out of the room. A dozen insults and complaints came to mind, up to and including just ripping his hand free and wiping it on his pants, but she had had a rough day, and he could probably survive if he washed his hand really good later.

Ben's stomach growled as he followed her, but his step faltered as he smelled something wrong in the air. "Who's cooking?"

Gwen slowed down and her hand tightened with worry around Ben's. "I don't know. Nana yelled for me to get you right after I got out of the shower. I hope it's her. She makes great pancakes."

"Pancakes would be good." Just as long as it wasn't Grandpa Max cooking. He still hadn't recovered from Grandpa's surprise crab meat pancakes.

They hurried down the stairs, which were lined with more photographs of the family. It went from oldest at the top to newest at the bottom. At the very bottom there was a small frame of a fuzzy black and white photograph. It took Ben a second to realize what it was and when he did he hurried a little and hoped Gwen didn't see it.

Only to run into Gwen because she stopped short. The good news was that Grandpa Max wasn't cooking. The bad news was the Ben's mom was. He loved his mom, but the only thing that kept her from being the worse cook in the family was she was up against Grandpa Max.

And Grandpa Max was in a universe all his own when it came to cooking.

"There they are," Gwen's grandmother said with just a hint of disapproval. Ben had only run into her a few times, but he didn't remember ever seeing the woman smile. It was one of his goals in life to keep Gwen from ending up the same way.

Ben felt Gwen's hand slip away from his as she hurried over to give her grandparents a hug while Ben looked around to make sure no one noticed that he'd been holding hands with his cousin. No one seemed to, which meant Ben could finally breath again. Except he could almost still feel her hand in his, even as he rubbed it off. And it felt... not wrong. Like her hugging him.

Great. He was getting sick. Again. It had to be something about her room.

"About time you two got up," Gwen's grandpa said to Grandpa Max, who was sitting across the table. "Back in my day, we were awake as soon as the sun rose."

Grandpa Max didn't look like he'd slept at all last night. He glanced over at Ben and Gwen and something seemed off about him. "Back in our day we had to be. Besides, these two deserve a bit of a break."

"I suppose so. Just as long as they don't get spoiled."

Ben and Gwen shared an eye roll at the two and sat down at the table. Ben sat down in the empty seat between his dad and Grandpa Max while Gwen sat across the table from him with her Grandparents. "Aren't we going to wait for Uncle Frank and Aunt Lili?" Ben asked, trying to delay the horror to come.

No one looked at him. "Frank and Lili are sleeping in," Gwen's Grandmother said.

Ben fidgeted in his seat and wished he was doing the same thing. Just a couple more days and they'd be back on the road...

"Guys," Grandpa Max began and Ben felt that hope die. "I was thinking about putting the rest of our summer on hold for right now. I know you had plans, but... Maybe in a few weeks..."

There was silence as the adults waited for them to freak out. Gwen flinched and found something to stare at on the table, but she didn't say a word. So it was up to him to be the hero again. "I think I'm a little tired of driving around anyway."

Grandpa Max blinked in surprise. They all looked surprised. It was kind of insulting now that Ben thought about it. He felt his Dad's hand on his shoulder. "You sure?"

No. That's what Ben wanted to say. Maybe. "Yeah?"

Grandpa Max nodded and looked over. "What about you, Gwen?"

"If that's what the Doofus wants…"

It was the last thing Ben wanted.

"I guess we'll be staying a while," Grandpa Max said with a nod.

"Yeah," Ben said. He finally snuck a look at Gwen, who was sitting there, staring at him. Her eyes fell the second she realized she'd been caught. But then she looked back up and mouthed a silent 'thank you' at him.

Ben shrugged and grinned the second she stopped watching. With that done he took a deep breath…

Which was a massive mistake. He'd gotten whiffs of things like this before. It smelled just a little better then Grandpa Max's cold remedy, and a little bit worse than the locker room at school. His nose tried to fold in on itself for protection. "What's that?"

"Good news, Ben," Grandpa Max said. Ben cringed at those words. Usually it meant that Grandpa had found something new to cook. Not a recipe, some new kind of animal or plant. "Your mom's trying a new recipe!"

Just as bad.

Ben's eyes flickered to Gwen, and judging by her wrinkled nose she'd smelled the same thing. Gwen got up from her chair and padded over to the door that led to the kitchen.

Ben moved in next to her and watched his mom cook. He'd hoped for pancakes, and the things in the pan looked a little like pancakes. Or a well run over poodle. They were pale white discs that somehow looked hairy. "What are you making, Mom?"

Please be road kill, Ben thought.

"Just something I saw online. We're just lucky that Lili had enough tofu in the house," Sandra called back. "I figured everyone could use a wholesome and healthy meal."

"Smells great, Aunt Sandra!" Gwen called out even as she gave Ben a wide eyed panicked look he was very used to. He got all the bad jobs.

"It does, Mom, but I think Gwen and I are going to take a walk before breakfast."

Sandra's face fell just a little. "Are you sure? It won't be that much longer."

"We just want to get some fresh air," Gwen said while Ben gave his mom as pathetic a look as he could manage.

"Get nice and hungry," Ben added.

Finally Sandra sighed. "Just be careful."

"We will be!" Ben and Gwen promised as they hurried away. It was fun watching the looks around the table. Her Grandparents looked like they wished they'd thought of the walk excuse while Ben's dad looked downright jealous. Only Grandpa Max looked the least bit eager to taste the food.

And at all disappointed in them for leaving.

That didn't stop them, though it did slow them down a little. They pulled on their sneakers and rushed outside.

Ben grinned for the first time in days as they all but ran down the sidewalk. Not just because he'd missed another one of his mother's creations, but because he was out of the house. It had been a beyond bad day yesterday and it would probably be another bad day today when they got back, but for right now…

"There's a pancake place a couple of blocks down the road," Gwen said as she dug into her pockets and pulled out a few dollars.

Ben checked his. He still had a good fifteen bucks. More than enough for breakfast. The thought of an actual, human breakfast made him grin. "Real food? Its going to be a great day!"

He closed his eyes and kicked himself as he watched the smile melt off of Gwen's face. She turned and glanced back at her house with that far away look he'd seen way too much of yesterday.

"That was too close," Ben said as he thought as fast as he could for something to distract her. "Mom's cooking is bad enough, but when she'd breaking out something new…" He gagged as glossily as he could. Gross enough to make even him feel sick.

And gross enough to get Gwen's attention. She made a face and shuddered. "Yeah. I remember her chips and cheese casserole."

Ben gagged for real at that. "Oh, God. That was bad. She almost beat Grandpa's chocolate covered locusts with that one." They'd found a box of what they thought were chocolates that looked like insects in the Rust Bucket's refrigerator last year. The first half of the box had been pretty good. At least until Gwen bit one of the chocolates in half and saw the little green leg inside.

Ben glanced over in time to see Gwen shiver from the memory and felt a little smug. His walk down gross-out lane had done its trick. It had done so well that Ben finally got a chance to look around. There were plenty of houses on the street, and what looked like a small strip mall at the end. But no matter how much Ben sniffed, there wasn't a hint of food in the air. There was plenty of stink, though. "We are heading the right way, right?"

Gwen's steps slowed as she looked around. "Yup. It should be right around the corner."

Ben's stomach growled in anticipation. The restaurant was still there, but instead of the pancake house he'd been promised.. "Mooby's?" Ben groaned when he saw the cow statue standing in front of the restaurant.

Gwen's mouth was open in shock. "It was pancakes a month ago! I swear!"

"I want pancakes," Ben whined.

"Mooby's makes pancakes," she protested, but her tone made it clear her heart wasn't in it. Ben just made a face. "I'll spring for bacon."

Ben sighed. "Deal."

The door mooed as they stepped inside. There was no one else inside, not that Ben expected there would be, so at least they didn't have to wait in line.

The tall blonde dude who worked there gave them both a bored glance as they walked up to the counter. "Shouldn't you two be in day care or something?"

"Shouldn't you be in college?" Ben asked back.

For a second the guy looked like he was going to come over the counter, but then he just grinned. "Touche."

If that had been all, it would have been fine. The guy took their order, but he kept glancing at Gwen every few seconds. When another teenager came out from the back with their food on a tray the clerk elbowed him and pointed at Gwen. "Nice hair on your girlfriend, dude. She lose a bet?"

Gwen stiffened and her hand went to her hair. Almost all of the green die had washed out. Almost. No one had said anything yesterday, but under the cheap lights it looked like her hair was covered in fungus. "He's not my boyfriend! EW"

The guy shrugged. "So you did lose a bet?"

Gwen glared and turned away. Ben grabbed up the food and hurried after her. He caught up just in time to see her fingers twitch. There was a flash of light and...

"Son of a bitch!" the guy shouted behind them as the soda dispenser erupted. Ben glanced back as he sat down and watched the two clerks run around behind the counter with a mop.

"Jerk!" Gwen muttered as she sat down on the far side of the booth just so she could watch. She stabbed her straw into her cup of orange juice with one hand while she pulled her hair in front of her eyes with the other.

Ben didn't say a word as he poured syrup on his pancakes and very purposely didn't look at her hair. He tried so hard not to look that he couldn't stop himself from glancing up every few seconds. And each time it looked worse. Ben didn't even taste his pancake as he chewed at it. "Sorryaboutyouthair," he finally said, the words coming out in a jumbled rush.

"What?"

"Your hair," Ben repeated, the apology somehow worse now that he had to say it again, "Sorry about it."

Gwen looked up from her food and stared at him from over her fork. She dropped the fork without a word and leaned across the table so she could press her hand against his forehead.

Ben slapped it away. "What are your doing, Dweeb?"

"That sounded almost sincere, you have to be sick." She say back and pushed their plates to the side. "Do you feel dizzy?" Then she got a worried look and pushed herself as far away from him as she could. "You're not going to throw up, are you?"

"I'm not sick." He grabbed his plate back.

"You're sure?"

"I just… forget it all right?" Ben stood up and started to walk away. His mom's cooking at her worst would be better than this garbage anyway.

"I'm sorry about the drink!" Gwen called after him.

Ben turned and gave her a look. "So you did do it on purpose!"

Gwen gave him an offended sniff. "Did not. It was an accident. But…"

Ben glared at her as a thousand different pranks went through his head. Green hair? He felt bad about giving her some green hair? He'd make that look like nothing. He'd make her wish he'd only turned her hair green…

Gwen closed her eyes and took a deep breath. "I'm sorry, okay?"

And with that Ben's resolve was cracking, and when she started to pout it shattered. "Fine," he muttered and sank back into the booth.

Gwen smiled just a little. "Good," she said. She drowned her pancakes in syrup, but still didn't try to eat another one. She stabbed the pancakes with her fork a half a dozen times before she said, "Why did you have to talk to that girl?"

"What?"

"At the Karate Exhibition. It was supposed to be our thing. Instead you spent the whole time talking to her."

Ben thought back. He didn't remember... And then he did. "She asked who was performing because she got there late. I was just telling her who Anthony Atkins was and where he was from. Is that why you...?"

She looked down at her food and kind of sort of shrugged as she looked very miserable. Ben knew he should have been angry, but.. Well, the last time he felt like this was when he had sent Vilgax flying into space with just one punch. The only difference was that that had been cool. This was... The feeling lasted until he attention went back to her hair. He'd always liked... "I thought the food coloring would wash out."

Gwen gave him a confused look, and then an understanding one as she ran her fingers through her hair and shrugged. "It will. But you do it again and I'll turn your watch into a weed - "

There was a loud crash outside.

"But not right now."

The two turned to look out the window. From the sounds, Ben expected to see a dozen cars crumpled together. His hand was already on the Omnitrix and he was already deciding which alien to pick. Had to be strong in case people were trapped, tough...

But the only cars they saw were trying to get away in a hurry. A semi plowed right through the red light without even slowing. As soon as it passed, Ben saw that the noise had come from the bank across the street.

What was left of it anyway.

The front had completely collapsed. It looked like someone had taken the idea of drive through way too seriously. Except there wasn't any car inside the bank. Just one guy.

One huge guy.

Ben didn't think it was an employee.

The guy had pale white skin, and when he turned his head the yellowing toenail in his forehead caught the light.

"Thumbskull?" Gwen asked.

"Thumbskull!" Ben felt so giddy that it was all he could do to not dance. After the last few days he finally had something he could hit. "And where one freak is..."

The two shared a look as they said the magic words together.

"Hero time!"


	14. Chapter 14: Unexpected Downsides

Chapter 14: Unexpected Downsides

August, 1999

Gwen was halfway through her second day at Adams Middle School and she was almost beside herself with joy. Everything about this school was cooler than her old one. It had an actual robotics lab, intelligent teachers and that wasn't even the best part. No, the best part was that she didn't have a single class with Macri and her lampreys this year. They didn't even have lunch together!

She couldn't wait to eat something without having to worry about the three deciding to 'visit.' Such a great year.

She even got to learn French! She didn't have to yet. Foreign languages weren't required until high school, but... Well, a part of her melted at the thought of being able to speak the language.

And at being able to insult Ben in two languages.

Things were so awesome.

Well, most things were. The uniform was going to take some getting used to. She pulled at her dark gray skirt and wished she could just wear her Capri's instead. Skirts were fine for dressing up, but she'd much rather pants or jeans even though it drove her mom nuts. And sneakers, she thought as she glared down at her Mary Janes. She missed her sneakers. She was just about to fiddle with the collar of her blouse AGAIN before she made herself stop.

It wasn't the uniform that was bothering her. Well, not much anyway. At least the blouse was her favorite color. It was the fact that she didn't know a single person here. She looked around the classroom for the third time since she'd walked through the door just in case she missed someone yesterday.

She didn't.

Sure, she recognized almost everyone. That's how she knew she was the youngest person in the class. Everyone else was two years older and trying to get a jump-start on high school before they graduated. They were all already friends and no one was even glancing at her. Not that she could blame them, she was the baby in the room. She just wished she knew how to fix it.

She knew what Ben would do. He'd just start talking to whoever was closest like it was nothing. She'd watched him do it so many times during their summers, but she couldn't figure out how he did it. She wished she could, but whenever she tried she ended up all tongue-tied.

She wished he was here with her.

He could have been. She knew Ben was smart – not as smart as her, of course, but still smartish – but school never mattered to him. She didn't know why. If he would just put half as much effort into class as he did in alien fighting...

Well, probably not this class. She couldn't imagine him taking French. But if he had been there, she knew he would have at least have had someone to joke around with by now. She looked around at all the kids and tried to think of what he would do.

The only person Gwen didn't recognize was the girl in the desk right next to her. She had her back to Gwen as she looked around, too, but now that Gwen was paying attention she was sure that she'd seen the girl in a few of her other classes. She recognized the little twinge of jealousy she felt as she stared at the girl's long black hair anyway. It hung almost all the way down her back and Gwen couldn't help brushing her hand over her own hair. She tried to grow it out over the summer, but short looked so much better on her.

Still, she kind of wished...

The girl turned around like she felt Gwen staring at her, and her chocolate brown eyes met Gwen's. She smiled just a little as she tugged at a strand of her hair. Gwen's brain itched as she finally remembered where else she'd seen her before. She was in Gwen's math class, too, and she looked just as lost and alone there. And everyone in that class was in the Gwen's grade...

She wasn't the only baby in the room, then.

"Be like Ben," Gwen whispered to herself. She tried not to think about how much that thought should have horrified her. "Hi, I'm Gwen." She smiled and her mind raced as she tried to think of what to say next.

The girl gave Gwen a very relieved smile. "Michelle," she said with just a hint of an accent.

Between the accent and the newness Gwen decided to take a leap. "How do you like our town?"

"That obvious?" Michelle let out a nervous little laugh. "I've only been here a month. It's... smaller than I'm used to."

"If you want, I can tell you about all the hot spots - well, spot- later."

"That'll be great! All I've found so far is the mall and..."

"Not much of a mall?" Gwen finished with a sigh. And a silent thank you. "Tell me about it."

"Not what I'm used to."

"Which is?"

The girl let out a sad moan. "Bigger. And more French."

Gwen let out an envious little gasp as she finally placed the accent. "You've been to France?"

"My dad was stationed in Germany for three years, but we used to go to Paris for weekends." There was a wistful smile on her face as she said this. She shook it away and sighed. "Then he got a promotion and surprise orders to come to Bellwood and reopen the army base here."

"Your dad is in charge of that? I'm so sorry," Gwen said as she wrinkled her nose. The news had been talking about the army reopening Los Soledad for weeks, but she couldn't imagine anyone wanting to live in the walled-in ghost town that she'd seen on television. If there was anywhere on earth that was haunted...

"No, thank God," Michelle said and she shivered. Gwen just knew that the girl had seen the same pictures. "They were going to, but there was some kind of environmental report that put a stop to that. They're going to build a new base from scratch. One that's closer to civilization." The girl sighed as her shoulders slumped. "Kind of, anyway."

Gwen could only nod. "Going from Europe to Bellwood? That's so not fair."

"Tell me about it."

"So this class is...?"

"Easy A. I hope."

Gwen laughed. "You sound like my cousin."

"Is that good or bad?"

Gwen started to roll her eyes for dramatic effect, but before she could finish the teacher, Mrs. Robere, came in. She was a short woman. Dark hair and skin. She looked out over the class with a tight scowl. "Like I said yesterday. This is a French class. I will be speaking French. I expect you to make the attempt. It's a beautiful language. Try not to hurt it too badly." Then she sighed. "Though I will be making allowances for today. I hope everyone did their homework."

Everyone in the class groaned, even Gwen. She couldn't believe that they'd been assigned homework on their first day. They only had to write a sentence or two about their summer vacations, but it had to be in French. On their second day. It made Gwen wonder if Ben was right and teachers were out to get them.

"Very well, begin," Mrs. Robere said, and pointed to a short boy who had picked the wrong seat yesterday.

The boy swallowed twice and said, "My family rented a house in the summer. I have it only on the beach."

Gwen blinked and didn't know what was more embarrassing; the fact he'd said it in English or that he'd managed to screw up screwing up that badly. She glanced over at the teacher and wondered what she'd do.

To her surprise, the teacher just nodded and said. "Not bad. Thank you." The boy gave the teacher a very uncertain smile and sat down as quickly as he could. "Next."

The next girl, who was still a bright red from her sunburn, stood up and said, "My uncle had to spend the summer on the farm."

"I asked about you, not your uncle."

The girl laughed and pulled at her hair. "What?"

The teacher pinched her nose. "In French please."

"What?"

"Never mind, next."

Gwen shook her head. Most of the teachers she knew were patient, but she couldn't believe that Mrs. Robere was letting everyone get away with not even trying. Not that Mrs. Robere was trying either. What was the point of the assignment if even the teacher didn't care?

"Is something wrong, Ms. Tennyson?"

"No, ma'am!" Gwen said, automatically. Then she blushed and stammered out, "I mean..."

Instead of looking angry, Mrs. Robere looked surprised. "No, no. That was correct. Would you like to go next?"

Gwen really didn't. She stood anyway. She gave her notes a quick glance, but was too nervous to read the sentence she'd spent an hour working on yesterday. She closed her eyes and went from memory. "I went to the karate championship with my cousin and grandfather."

Oh, God. She'd done it too. She waited for the teacher to yell. Instead she heard: "Very good." Mrs. Robere was giving her a happy smile. "Your accent. How long did you spend in Paris?"

Gwen shook her head. "I've never been. I mean, I've always wanted to, but..."

The woman only looked more surprised. "Then you must have watched a lot of French cinema."

Gwen shrugged and felt the eyes of all of the other kids settle on her. She already knew that they were all already thinking 'teacher's pet'. "A few, my mom likes them."

"Only a few?" the teacher teased. "You can sit down."

Gwen did, as fast as she could. Fortunately she wasn't called on for the rest of class. An entire class spoken in English, and most of it broken at that. Only Michelle and the teacher managed to sound normal. Gwen was ready to scream when the bell finally rang.

"Very good, Ms. Tennyson, Ms. Vieth," the teacher said with a smile as she walked by. Gwen forced herself to smile back as she hurried out of the class. If she was lucky, she'd still have time to drop the class and get something where the teacher actually cared.

Michelle settled into step next to her and Gwen was sure that she was going to drop the class, too, when she bumped Gwen's arm and said, "Why didn't you tell me you knew French already?"

Gwen just looked at the girl. "I don't."

"You're a good fake then. It's not like they'll take the A away just because you already know the language." She frowned for a moment. "They won't, right?"

Gwen shook her head and then pinched the base of her nose as the headache from the start of the class came back. It was an annoying dull ache right behind her eyes.

"Are you OK, crazy girl?"

"I'm not crazy!"

"Which is why you're yelling at me in French." Michelle shook her head and bumped Gwen's arm again. "Its a good thing you promised to tell me where to find fun in this town. Unless..." Her voice went low and she looked around in barely concealed horror. "There isn't a violent anti-French mob in town, is there?"

"No!"

"Then don't deny!" Michelle said with a laugh as she nodded over at another group of kids. "I mean, you don't see them pretending they don't speak Spanish, do you?"

Gwen glanced over just in time to see a tall boy laugh and shake his head. "Julio's got a crush!"

The other kid's - who had to be Julio - eyes got wide as he looked around the hall. Then he shoved the first boy while everyone else laughed. "I do not!"

"They're n-" she started. And then she stopped. She thought back and tried to remember the last time she'd heard someone speak anything other than English, but she couldn't. Even during the week they spent in L.A. over the summer she never heard anything but English. Now that she noticed it she knew just how impossible it was. And impossible only meant one thing. "I'll be right back."

She hurried to the bathroom and pulled her phone out of her pocket and gave the Omnitrix symbol on the screen three quick taps. "Gwen?" Grandpa Max answered in a worried rush. "What's wrong?"

"Why can I speak French?"

* * *

"She has robots in her brain?" Ben asked and he gave her a wide-eyed worried look as he reached over to poke her forehead. Gwen swatted his hand away even as she let out a nervous breath. For a second she had been so sure that he was going to laugh at her.

Grandpa Max sounded calm when he told her not to worry and that he'd pick up her and Ben to explain after school, but she and her Grandfather had wildly different ideas of what was worth worrying about. Robots in her brain was definitely one of them. The fact that Ben agreed with her made her the winner, at least as far as she was concerned. She reached up and scratched at her scalp. She could swear that now that she knew about them she could feel them crawling around inside her head.

"They're not robots," Grandpa Max began and then paused to scratch the back of his own head. "Not exactly. They're kind of a mix of biological and technology. They're called translator microbes."

And Ben's worried look vanished in an explosion of laughter. He laughed so hard he fell out of the booth. "You've got cooties!" he managed to force out between laughs.

"Not helping! You wouldn't think this was so funny if you had them, too!"

"As if."

"He does."

Gwen would have laughed right back at any other time. Instead she just looked at her Grandfather in horror even as Ben jumped to his feet and shouted, "What!"

Grandpa held his hand up to hold them off. "And so do I. All of the Plumbers do."

"What!" Ben and Gwen harmonized.

Grandpa Max shrugged. "It's standard technology. We traded for them back in the Fifties. They're harmless."

"They're harmless?" Gwen echoed in disbelief even as she dug her fingernails into her scalp. How could anything be harmless when they were in her brain? Hers and the Doofus'. And she liked his brain the way it was. Besides, he didn't have any to spare if Grandpa was wrong.

"Completely." Grandpa Max nodded. "They're nothing, really. I was going to mention them, but..."

"But?" Ben asked as he sat down next to Gwen again and started rubbing at his head, too.

"It kind of slipped my mind. Besides," he shrugged, "well, I thought you'd figured it out years ago. And since neither of you said anything I didn't think it was a problem."

"How on Earth could we have figured it out?" Gwen asked as calmly as she could. It was still shrill enough to make Grandpa Max wince.

"I thought it was obvious after you met Tetrax."

"Why would it be..."

"It was his first time on Earth. Did you really think he spoke English?"

Gwen's mouth moved for a second before the words caught up. "YES!"

"Oh." Grandpa Max looked away in embarrassment. Which he should be, Gwen thought. Unless he was embarrassed for her. Which was not a thought she liked.

"How?" Ben asked. He'd forced himself to stop scratching, but he twitched as if he still really wanted to.

Grandpa Max shrugged. "As far as I can tell, you got them with the Omnitrix, Ben."

Ben glanced down at the device on his arm and poked it a few times. "You haven't given me anything else, have you?" The Omnitrix didn't say anything. Not even after he tapped it against the table.

Gwen shook her head. "And me?"

Grandpa Max got up and started walking up to the driver's seat. "I really should be getting you kids home. I have some errands to run before I take my trip."

"Grandpa!"

Grandpa stopped and hunched up his shoulders. "You got them the same night that Ben got the Omnitrix."

Gwen eyes went wide as she stared at the alien watch on Ben's arm and yanked her arm away from it. She remembered running her hand across the cool metal face of the Omnitrix, but it didn't bite her or anything. "I barely even touched it! How did it get me, too?"

"It..." Grandpa started to say before he stopped and sighed. He turned around and sat down again, but he didn't look at either of them. Instead he just pushed his glass of water back and forth.

"Did it hurt her?" Ben asked as he glared at the watch.

"No. The watch didn't do anything," Max said. He reached up and rubbed at the back of his neck. "I might have... It was just a little injection, honey."

"You INJECTED me with them?"

"It's not like you noticed. You didn't even wake up."

"You injected me while I was ASLEEP?"

"...sorry?"

Ben gave their Grandfather a dirty look and Gwen could have hugged him for it. Or she could have until he opened his mouth and said, "What I want to know is, why does the Dweeb get to cheat at school while I can't?"

"I'm not cheating, Doofus!"

"Oh, please. You know French and Spanish..."

"And Chinese, German, Russian, Navajo, Japanese... And all the alien languages we know. The bugs will learn, too, if you wait long enough," Grandpa began before he saw the glares he was getting. "Right. I'll just be quiet."

"She can do it and I can't. So not fair."

Gwen shook her head. "You can, too, Doofus."

"I think I would have noticed."

Gwen snorted and grabbed the television remote from its spot on the back of the dining booth. It only took her a moment to find the channel she was looking for. One she'd heard him talk about way more than he should have.

"Telemundo!" Ben grinned. "I love this channel!"

"And did you ever notice anything?"

"What? No. What?"

Gwen pointed at the bottom corner of the screen.

"Spanish Television." There was a long pause. "I always wondered about that."

Gwen shook her head, but it was just as much at herself as at him. She should have known better than to think that he was reading the English subtitles. "So now we can speak any language."

"That the microbes know," Max allowed.

"But when I was doing my homework last night, I had to look up all the French words."

Grandpa nodded. "Spoken languages are easier. You'll have to learn writing the old-fashioned way. Sorry."

"So, we're genius illiterates," Ben said with a shrug as he got comfortable. Not by sitting like a normal person though. No, he had to lie down in the booth and use her leg as a pillow as he pulled his Gameboy out of his pocket. "Easy B then."

"I knew you'd say that. Don't you care?" she asked as she glared down at his mess of brown hair.

"Eh."

"From now on, I'll either hear everything in English, or in gobbledygook until the bugs figure it out." She felt her lip quiver. "I wanted to learn French."

Max reached over and patted her on the shoulder. "I'm sorry, Gwen."

Gwen sat back and banged her head against the back of the booth over and over again. "I have bug brains."

"I've always said so," Ben said without looking up from his game.

If he had, he would have noticed Gwen grabbing the cup from Grandpa before she dumped it on his head.


	15. Chapter 15: Back to Work

Chapter 15: Back to Work

October, 1999

Just three days ago Max was standing in the middle of a desert with the sun baking his back with the air sucking every bit of moisture out of his body. Today he was wandering through a swamp with the mud pulling at his boots and it felt like he was drowning with each breath. It should have been horrible.

Max felt himself smiling just a little. It was just like the old days, when he'd never known where he would be from one hour to the next. When he'd crossed time zones so often that he was sure that he was at least a week younger than the calendar said.

"Maybe just a couple of days younger, now," Max said to himself as he pulled his foot out of the mud and felt something twinge in his back again, just because he spent the night dozing in the driver's seat while the Rust Bucket's autopilot drove. The first time around he'd slept in a chair so often it didn't even bother him. Now...

Now he was pulling at his Plumber's jumpsuit as he tried to remember the old trick he'd had to make the alien fabric behave. Not that he was any luckier this time than he had been for the last dozen tries. No matter what he did, it wouldn't sit right. He was sure that there was something wrong with the supposedly smart material.

Which was just about par for the course. If things were going well, he'd still be retired. He glanced down at the computer screen that was built into the forearm of his suit and sighed. If it was, he'd be there for Ben's karate tournament in five minutes and for Gwen's tomorrow. Instead he was two thousand miles away.

For the first time ever, he wouldn't be there to cheer for them.

It was necessary, he told himself again. The Plumbers were looking everywhere for the mystery aliens and the new bunch were good. He'd seen enough of them to know that. There wasn't a single agent he wouldn't trust with his life. His life, but -

But his gut said that the aliens were after Ben. He wasn't sure why, their attack on Fort Telsa was the closest they'd ever got to Bellwood and that was almost two hundred miles away, but that's what his gut said and he'd learned to listen to it a long time ago. If he was wrong, then the aliens still had to be stopped. If he wasn't, then it didn't matter how good the rest of the Plumbers were, there wasn't any way he could just sit on the sidelines. And if that meant he had to miss some of his grandchildren growing up... Well, there would be other events. He could catch up later, after he made sure that they had a later.

The excuse was as familiar as everything else.

It was as familiar as the bugs that were buzzing around his head. He swatted at them when he felt them land on his ears or nose, but there wasn't much of a point. There were always more bugs in a swamp. He could have put on his mask - he had it tucked into a pocket on his hip - but he hated the thing. Even with all built-in gadgets, Max couldn't help but trust his own eyes and ears more.

Not that there was anything to see or hear. The swamp seemed like it got quieter with every step he took, until the only noise he heard was the sound of his heart pounding in his ears. The tension built up until the trees suddenly parted and he saw the only sign that people had ever been out here: a single cabin that stood in the middle of a clearing. It was small, barely big enough for a living room and a bedroom and a small bath, but it would make a cozy fishing hut or hunting lodge. There were no lights on and Max couldn't see anything moving.

Not that he was dumb enough to march , he'd seen plenty of traps just like this and he knew better. He froze and waited for something to happen as he studied the cabin and the trees around it. He didn't have to wait long before he heard a twig snap to his right. He might be old, but he had his pistol in his hand and was spinning around before the sound stopped echoing.

A dozen different plans went through his head as he waited for the flash of the snow-white skin that covered their unknown aliens, or Alien X. The thing was a monster at almost nine feet tall if the films were right, so aiming wasn't an issue. The other ones, the purple and green things that served it would have been harder, but Max knew he'd hit them, or at least the first few. After that, he'd either run for the hills or keep going. It all depended on how many there were.

Except there weren't any. He let out a nervous sigh when he saw the bare outline of a woman standing there, her gray jumpsuit blended in almost perfectly with the bushes around her. Even after decades in them, Max was still amazed by how well the Plumbers' suits blended in with their surroundings. It didn't matter if it was noon or midnight, urban or jungle, the things almost seemed to vanish. Now that he could make her out, her could see her hand on the pistol at her hip as she watched him. Her mask hid her face, but he was sure that she was rolling her eyes at the jumpy old man.

He never used to be so jumpy, but the thing that made him feel really old was that it took him almost a full minute to remember her name. Joan Wheels. She dropped down just a little before she spun around and looked behind her. When she turned back, he heard her voice come through his ear piece as she asked, "Hostile?"

She didn't say anything when he shook his head, but she kept watching him. She'd been staring at him ever since he joined up with her team and for a second he'd been flattered. That was before he heard the awe in her voice now that she finally said something to him. She wasn't rolling her eyes at the jumpy old guy, she was staring at him like he was a museum piece that came to life in front of her.

Wheels jumped just a little as he flashed the hand sign asking for a status report and he felt even older. He was a well made museum piece. He could mime all the moves. She gave him a thumbs up before she crouched down to watch the cabin.

All clear. The place was empty. After all of this, they were too late.

Max nodded even though it didn't feel right. It was too easy. He knew that if Gwen and Ben were here that little move would have led to a five-minute fight between the kids as they argued over what the hand signal meant. He had to keep telling himself that his grandchildren were better off in school than in this swamp no matter what anyone else thought, or how loudly they thought it.

Ben and Gwen included.

They probably wouldn't have fought so hard to come with him if they knew where he was going. Swamps weren't either of their things. They hated the heat and even Ben had enough of mud before their first summer was up. "Those two would be throwing a fit." Max grinned for a second at the thought even as he reached up to wipe his forehead. The sweat itched, but at least the bugs were leaving him al...

The bugs.

Max froze and slapped at his face, but his hand came away clean. He was in the middle of the swamp and nothing was chewing on him. The bugs were gone.

He was in a swamp. The bugs were never gone.

And nothing was moving around him. There wasn't anything trying to scurry away through the mud, or jumping around in the trees. He looked up and hoped to see some birds hiding above him, or squirrels, but the trees were empty. And they looked...

Wrong. The trees still had their leaves, but they were all going brown at the edges. He walked up to the closest and gave the trunk a poke with his finger that went straight through the bark. He looked down at the grass and even that looked dry despite the water that seeped through the mud and pooled in his every footprint.

His hand stayed steady as he lifted his arm and tapped in a quick command. He should have felt better when the screen showed the same healthy green glow that the swamp around him should have had, but he didn't. He ran the scanner three times, and each time the area around him came up clean. There wasn't the slightest bump in the radiation level, or any trace of poison. Everything was dead, but the computer didn't know why.

Max looked around and finally noticed just how bad the back of his neck itched and that feeling was what finally made him wave his hand over his head.

It only took a moment before the rest of his team showed up. Wheels was the first at his side, of course, but a couple of more Plumbers appeared from out of the swamp a moment later. Max couldn't see their faces either, but he knew who they were with just a glance. One was a slight man who was barely taller than Wheels and Max didn't need to see the man's eyes to know he was glaring. Whatever hero-worship he might have had didn't survive the fact that his parents named him Neil Armstrong.

It was a shame. Neil was quiet, but a good man. If nothing else, the two would have bonded over their love of explosions. This Neil had more of a flare with military explosives, but it was hard to watch a Saturn rocket launch and not grin.

The other man was a hair taller than Max, and Max knew just from the way that he moved that this wasn't his first swamp. He stepped too carefully, and his eyes never left the tree line. Max was sure that he'd been in Special Forces before he got the Plumbers attention, and was willing to bet on him being a SEAL.

They were good people; even if they'd only been Plumbers for six months. They should still be training. They would have been if there were more that three dozen active agents in the world. Max shook his head at that. 36 Plumbers. Before he retired there were that many in North America alone. Now the new guys were tossed into the deep end to try and make up for it, but they were adapting. He'd only watched them for a few hours, but it was enough to know that they were a good team.

But they weren't his team. As good as they were, Ben and Gwen were better. Even if they were so much noisier.

"What is it, Tennyson?" Albright asked as soon as he walked up.

Max bit back a sigh. He'd been trying to get them to call him by his first name since they met up that morning, but they wouldn't. At least he got them to stop calling him mister. And sir. "We've got trouble. Check your scanners."

Wheels reached up to her chest and tapped the four-inch round badge that hung there without another word. Albright looked around and scowled before he reached for his. Only Armstrong complained. "They would beep if..."

Wheels elbowed him. "If Max Tennyson says check the scanners, check the scanners."

Max glared at the badges in their hands. They were new, and looked so small that Max thought that they were just decoration when he first saw them. Even after all the alien tech he'd seen he was still surprised when they told him about all the things that were jammed inside. Communicators, holographic projectors, scanners and a GPS. Those little disks did the work of most of the stuff he had stashed in the Rust Bucket, and it didn't seem possible. When they offered him one, he'd turned it down. When they insisted he took it and stashed it in a safe place in his RV. Not because it was new. New never scared him.

No, he turned it down because they made the disk look like the watch face of the Omnitrix. The Plumbers never used a symbol before. They didn't need one, they didn't want anyone to know they were there. Especially not the bad guys. Let them keep guessing, it scared them more. That they were using one now, and that they were using Ben's...

It felt like the Plumbers were taking advantage of all of Ben's hard work. Of all of their hard work.

"Clear," Albright said, but his face went still as he reached over and pulled on a branch of a tree. It broke clean off with just a tug. The whole area was going to come down in the first hard rain. "The aliens must have had a problem with their projector. They didn't notice it when they were making all the little portals during the last week, but when they made the big one something shorted out."

The small dimensional portals were what caught their attention to begin with. They were tiny, and if it only happened a couple of times no one would have noticed, but it kept happening. They were only open for a few minutes at a time, though. Not enough to transfer anything, but it might have been just enough time to phone home. They were trying to triangulate in on them when the big portal opened a few hours ago.

They didn't have any problem following that portal. It showed up like a flare on all of their instruments. There was just one problem.

"This wasn't done by a projector." Max picked at a leaf and watched it crumble in his hand. He'd seen the same side effect almost twenty years ago in the burned ruins of a Sludgepuppy colony. Even after all this time, he still shivered as he remembered the fires that flickered with a purple light and took a week to die out. "And the aliens aren't here."

"How do you know?" Armstrong asked as his head darted back and forth. "Maybe we just can't detect the radiation."

"They'd never fit in that cabin, and I know that this isn't how a projector malfunctions. No, this is something else."

"You've seen one go up?" Wheels asked in surprise.

Max nodded and let the bits of leaf dropped from his hand. "How do you think they carved out the Rushmore base?" That file should have been a part of their training. It was a part of his. They were testing the first Null Void projector they'd gotten their hands on. Its last owner didn't need it anymore and alien tech was always nice, but a piece was missing. No one thought a thing about it. It wasn't like they got most of the alien tech in one piece. They already had a test pit dug into the mountain to test damaged alien tech, and ways to jury rig a fix if they had to. Besides, the granite was thick enough to take anything that a hand gun could do. They thought that right up until a sphere of granite almost a thousand feet wide vanished in a flash of red light. He remembered the second of mind-numbing terror when his projector started shorting out a Niagara. He never would have risked turning it back on if Ben didn't need them. "We'd be standing in a crater if this was a broken projector."

"So if it's not a machine, then -" Wheels began, but she stepped back before she finished the sentence.

"The DNAliens are using magic," Albright finished. His grip tightened around his rifle as he stood a bit straighter. They were a good team, Max had seen their files. They took down a dozen small alien incursions, but this was new and he could see the worry now.

"That's it," Armstrong said, and his eyes went to Max for the first time all day. No, since he'd watched Max step out of the Rust Bucket and realized that he was alone. "It's time you called in the big guns."

"My grandchildren aren't guns," Max said. His voice was a low growl as any bit of humor vanished from his face. He'd heard the same from so many people, all the way up to the top. And he said the same thing now that he did every other time. "They're kids. They're eleven." And Ben should be in the middle of the second set of his tournament. He hoped that Carl was taping it, and that Gwen was cheering as loud as he asked her to.

They weren't even twelve yet. That's what they needed. Not this.

Armstrong didn't back away at all. He didn't even look away. None of them did, but Wheels at least had the decency to sound sorry as she said, "The Omnitrix..."

"We've dealt with this for decades without the Omnitrix," Max said. "We can do it again."

"But your granddaughter," Albright said. Max's jaw clamped together even as the man held up his hand. "If this is magic... I know she's young, Tenny - Max. I know she is. My Alan is only a little younger and I wouldn't want him mixed up in..." He stopped and Max wondered if he knew about what the Plumbers were working on. If he did, Max hoped the man would say no when the time came. "Max. I know she is, and that she isn't that strong with the arts, but she's all we've got and we could use her. We could use both of them."

Max didn't know how news of Gwen's talent had leaked out, but it had. The only good thing was that no one knew just how strong she was. That everyone looked at her and all they saw was the eleven-year-old girl instead of the sorceress who juggled boulders with a whispered spell and who's lightning bolt melted a hole through the wall of the Rushmore base. It was obvious with Ben, but she could still live a normal life if she wanted to.

If. He didn't know what she wanted anymore. Not like he did with Ben.

But that didn't mean that she had to be here. Not yet. "This is just a recon mission. If we find anything I'll call them in, but not until then."

"But -" Armstrong started.

This time Albright was the one who stopped him. "Agreed. Report, people."

"Whatever came out of the cabin left footprints," Wheels said. Albright nodded and she led them around the house. It looked a lot less cozy on the other side. Half of the wall was in the yard now, but the room inside still looked dry, so whatever it was that had gotten out, it wasn't gone for long. If they hurried, they might even catch up to whatever did it. If, but not before they had some idea of what they were chasing. Wheels pointed again at some irregularly spaced gouges in the ground that lead from the cabin to the swamp. She walked up to the nearest and squatted down to look at it better. "Whatever it was, it was heavy. Three or four hundred pounds."

"Was it the big guys?" Max asked even though the answer was obvious. They didn't have much on the alien X's, but they had footprints.

"No," Wheels said with a shake of her head. "The shape's all wrong. I don't know what it was."

"So they aren't the ones moving through dimensions," Max said. It should have been good news. They knew so little that even knowing what the aliens weren't was a help. Not this time, though. The one and only DNAlien they'd caught was human, despite what it looked like. The DNA didn't lie and it was almost all human except for a few extra strands. That discovery was how they got their code name. One of the theories why was that they were humans from another dimension. Even with the one-eyed octopus look they wouldn't have been the weirdest humans they'd run into. It was the best theory in so many ways.

All the other ones were straight out of a horror movie.

"There's still a hole in the world in there for us to plug up," Albright said, "and we have to find out who made it."

Wheels nodded as she stood up and her eyes followed the tracks to the swamp before she turned back and pointed at the house. "It came out there. It wasn't in a hurry. It stopped and looked around for a minute, and then it headed out in a run. It was going in a pretty good pace for something this big by the time it hit the swamp."

"It was trying to get away?" Armstrong asked.

"Or it was chasing something," Max said. He looked over at Wheels. "Do you see any other tracks?"

Wheels shrugged. Then she reached up and pulled off her mask. Her short cut blond hair went with it until she shook it out. "I see some spots that look like shoe prints, but the ground is too dry around the house for me to tell much about them."

"Don't suppose you recognize the tracks?" Albright asked.

Wheels studied the large tracks. "No. Bits of it look familiar, but on the whole... I've never seen anything like it. I think it had a tail. Or two. You can see the marks where its tails hit the ground behind it. And the tracks change as it's moving. There, see?" It only took a moment for Max to see what she meant. The tracks were shrinking as they went. Wheels shook her head and stood up. "No idea what it is."

She didn't know what they were, but something about the marks looked so familiar to Max. It felt like he'd seen them before somewhere. He stared, but the memory wouldn't slip free. "Good work."

"Thank you, sir," Wheels said as her eyes went to the ground and she shifted from one foot to the other.

Then their eyes went to Armstrong, who was looking over the broken bits of the cabin wall. "This wasn't blown up, someone shoved their way through it. Strong sucker." The man looked back. "Super strong shape changer from another dimension. Anyone else thinking we've got a Cthulhu?"

"If we do," Albright said, "you can do the paper work."

"I'll leave it for Manny to finish up," Armstrong said with a shrug.

"Like your son would do it," Wheels said. "He'd just dump it on my Helen, and there's no way I'm going to let her suffer through government forms."

"So you'll do it?" Armstrong asked.

"Please." Wheels gave the man a look that was very familiar. "I'll just tie you to a chair and taser you until you did it right," Wheels said. "Much more fun."

They weren't all that different from his kids after all. "Good work."

Albright nodded. "Wheels, you and Armstrong see how far you can follow the tracks. Do not engage. Tennyson and I will check out the house."

The cabin seemed larger on the inside. Maybe it was the hole in the wall. It should have been cozy, but Max could tell just from a glance that this wasn't a room used for living in. No, this was a work room. There were benches and a heavy table shoved against the walls, but no couches or chairs. There was a small stove and refrigerator in one back corner, and a huge fireplace in the other, but those were the only concession to human needs.

Bookcases lined the wall across from them. Empty ones. He watched Albright go over to check it out anyway while he walked up to the only bit of furniture that was still standing in the middle of the room, a full length antique mirror. A broken one. Bits of glass had exploded out with such force that they were embedded in the wall and ceiling and the silver backing that used to be hidden behind the glass was burned black.

It was the portal. Max knew that without even having to check the scanner. He didn't have to, not when he saw the thousands of Norse Runes carved into the old oak frame. It must have taken months to prepare.

"Whoever lived here must have been pack rats," Albright said. "Thankfully they dust like my son. It looks like they had dozens of books up here, and a couple of hundred jars of all sizes. I can't believe whoever was here cleaned it all out before they left."

"They wouldn't leave anything. The stuff in those jars is hard to come across," Max said from personal experience. He had a heck of a time tracking down some of the stuff Gwen asked for. He bent over and grabbed a piece of glass off of the floor. He took a breath and threw it at the silver. He expected the shard to sail through the back with a ripple, but instead it bounced off and fell to the floor. "Portal's closed."

He heard Albright let out a sigh. Max couldn't blame him. Figuring out how to close it would have taken hours, easily. Unfortunately magic portals were not as clean as the Null Point Projector. That was why Max had always preferred technology. Point and click, no muss, no fuss. Magic portals were trickier and tended to act as a beacon to the things that lived between dimensions.

Hungry things.

Max tried to get up, but he had to put his hand down to push himself back to his feet. To make things worse he groaned while he did it. Like he needed more signs that he was getting old. The wood floor was rough under his hand, and covered with lines that went against the grain. Warm lines. Warm even through the gloves Max was wearing.

The sharp smell of burned wood filled the room. Max noticed it the moment he stepped in, but he was sure that it was from the fireplace or what ever had forced its way out of the cabin. If he didn't need to push himself up he never would have looked down and noticed all the small shapes and symbols that looked branded into the wood floor. His eyes followed the designs as they made a ten-foot wide circle around the mirror. "We've got a problem."

"What?"

"A second ritual."

Albright came over and looked down. And around. "Are you sure it isn't part of the portal?"

"Different language. The portal has Norse runes." Max waved at the mirror, but his eyes his eyes didn't leave the floor. "This is Aztec."

"How do you know?"

"Because I've seen it before," Max said. That had been a very, very bad mission. "In a small town up north. I pulled a girl out of a circle just like this once." The symbols were all just like he remembered. The only thing that was missing was the altar.

Which was just a big table. He pushed himself up and finally really looked at the table in the corner of the room. It was almost five feet long and sturdy. No surprise, it would have to be.

"Then you know what it does?"

"Whoever did this didn't have the power to open the portal. So they took more. A lot more. That's why all the plants are dead out there. They drained the plants of their life energy. Their manna." And it still wasn't enough. Max's eyes went to the table and he stared at the strap that was hanging from the legs.

"Aztec," Albright muttered. "The only thing I know about the Aztecs is what I learned in school. The Spanish beat them and..." His eyes went to the table and he took a deep breath.

Max nodded and wondered which had been on the table. The uncle or the niece.

"But, they sacrificed thousands of people. Not one."

"That's because everyone can do some magic. You should see me in the kitchen," Max said in a very weak joke. "Take enough energy from enough people, and one person can do miracles."

"And take one person who could do miracles and... Damn. Any idea who it could be?"

"There are only four people in the country that I know about who are powerful enough to make a good sacrifice. Two are safe," he'd talked to both last night, and he was sure that it had been too late for this to be either of them. He would be calling again the second he had the chance, though, just to be sure. "The other two were an uncle and niece. Hex and Charmcaster." He took a deep breath. He wasn't sure about the next part, but it felt right. "They lived here."

"We'll put a call out," Albright said. "Can you describe them?"

He did. He talked even as he stared at the table. At the straps that were too long for the sorcerer. They almost looked too long for the girl, too, but it depended on the knots. Unless the man shrank since Max saw him last... For just a moment he remembered the silver haired girl who caused so much trouble last summer and he felt tired. Albright wasn't phased by Charmcaster's description, but he blinked at Hex's. "..the NOPD should have files on them both already."

"I'll call it in and let the locals know to keep an eye out. I'll have them send some people out here, too. If we can find..." He paused and looked at the table. Or altar now. "Well, if we can find the body, we'll know which one we want."

"You won't. Portals go both ways. Did you find anything else?"

"No, they cleaned this place out pretty good."

"They always miss something," Max said. "We just have to find it." It took another ten minutes of looking before they found the burnt pages in the fireplace. They all looked too badly burned to read to Max, but Albright just waved his badge over it and a hologram of the page appeared, complete with writing.

Maybe he had been a little too quick to throw away the new toy.

Albright read the list and shook his head. "A list of retirement homes? These aren't even in state. Any ideas?"

"Just that it better not be for me."

That earned a little chuckle from the man. Albright looked back at the door to the bedroom that they'd both avoided so far. "Should we look at the rest of the house, or are we horrified enough for today?"

"It's why we get paid," Max said, and they went through the small door and stepped into a bedroom that was as luxurious as the main room was utilitarian. King sized bed, silk sheets, and an antique dresser and mirror.

Albright whistled and said, "Someone didn't want to rough it."

Max didn't say a word as he walked around the room. Every piece of furniture in here was valuable and well taken care of. He couldn't imagine it just being abandoned. He went through the dresser to see what was missing, but it was all full. Most of the clothes were for a man, one drawer had clothes for a teenage girl and the last for a little boy. Max stared at the small clothes and wondered who they were for. Unless Hex had a new apprentice, and that's why he..."Whoever got out didn't want to bring anything with them."

Which didn't make any sense. They had to know they couldn't come back, but they had plenty of time to move out. Why abandon everything?

There were two more doors in the room. Two more chances to find answers. Max picked one and it opened to a small but very clean bathroom. It was clean. Much cleaner than his ever was. He turned back and saw Albright standing frozen in front of the other door. Frozen until he reached up and yanked off his mask. Sweat beaded the man's dark skin. "How old did you think Charmcaster was?"

"Fifteen or sixteen," Max said as he came over. He saw the locks on the outside of the door for the first time and his stomach got so tight that it hurt. "Why?"

"Because that's how old this mattress looks."

Max looked around him. The room had been a closet, once. Nothing was in the tiny room except for a twin sized mattress and a couple of sheets. There wasn't even a frame, the mattress was just sitting on the ground. There wasn't any light in the cramped space, not even a lightbulb dangling from the ceiling. Albright knelt and ran his hand over the bottom of the door. Max stared at the scratches as the other man ran his hand over them. Hundreds of them marked the wood, and some of them stained brown. Max swallowed hard as Albright's voice came from somewhere very far away. "These are old, too."

"He was training her as his apprentice," Max said, but the word didn't seem right now. He remembered Hex, and knew that he wasn't a man who would share power with anyone.

"He kept her as a slave." Albright breathed out and stood up. He turned his back on the cell and walked a few steps away. "One or the other, huh? I know which one I'm rooting for."

Max took a step into what should have been a closet and he had to stoop over just to fit. He tried to imagine a little girl growing up in it. Trapped, helpless, powerless. In the dark. He'd watched Charmcaster call up light through pure will, and he suddenly knew that it was the first spell she had ever learned. He prayed that it hadn't taken long, that she had at least that small of a comfort. He thought of granddaughter growing up trapped in room like this and shuddered.

He wanted to go home.

It would have been so easy to turn around and walk away. He could see himself do it. The walk back to the Rust Bucket would be so much easier than the walk out, and the drive home would have been over in a flash. He could be back just in time for Gwen's karate tournament tomorrow. If she could compete with him hugging her, anyway.

He heard the other two walk into the room, but didn't turn around. "We followed the tracks all the way back to the water," Wheels said. "They were almost human by the end."

"Was it following someone else?" Albright asked.

There was a quick argument between Wheels and Armstrong before Armstrong won. "I spotted what looked like footprints every few feet. Whoever it was wasn't heavy enough to leave much of a trail. It's either a woman or a small guy."

"I'm should be retired," Max muttered to himself. He should be home, not out here chasing crazy sorcerers and their monsters through a swamp. Max wanted to walk away, but he couldn't. Not until things were right. Someone should have been here for Charmcaster, someone should have stopped this. They didn't, but they could find Hex for her. That was the only he could give her now. A chance for peace.

That and he could keep Ben and Gwen out of this. He stared at the closet that was a prison and the only good thing was that they weren't here to see it. Even after all the things they'd seen, they still thought that this life was an adventure. There wasn't any way his grandchildren were ready for this.

No one was ready for this.

And they shouldn't ever have to be. He closed the door just so he wouldn't have to look at the scratch marks anymore and thought for the first time that maybe...

Maybe it was time that they retired, too.

While they still could.

Author's note: Thank you to the guest who pointed out my mistake with the dates in a few of the chapters. Its been fixed. And also to Mr. BG for his advice with the last chapter.


	16. Chapter 16: Outside Looking In

Chapter 16: Outside Looking In

December 19, 1999

"I'm coming, Crazy, you don't have to keep giving me the evil eye," Michelle said to her best friend as she scooped up her folder, notebook and book in one big pile and tried to shove it all into her backpack at once. It would have worked if the mess didn't get caught on the edge of the bag.

"I'm not giving you the evil eye," Gwen protested as she stood there waiting, but she didn't stop tapping her foot. She did lean over to hold the bag open, though. "If I were giving you the evil eye, you would know it."

"That's what I love about you. You can say things like that and sound like you mean it," Michelle said and she waited for Gwen to say something back. She didn't. She just did her best impression of a Cheshire cat grin and it was so much worse than anything she could have said. Michelle shook her head in defeat and shoved her stuff into her bag.

She had to shove just to get it all to fit inside. Gwen let out a little whimper as she stared at the mess in the bag and her fingers twitched. If Michelle gave her half of a chance, her friend would pull the bag apart and start arranging everything neatly and they'd be here forever. Not that she was going to make that mistake again. She swatted Gwen's hands away and zipped the bag up as Gwen glanced at the clock on the wall. "What's up?"

"Nothing," Gwen answered. "I just want to get out of here, that's all."

"You?"

"It is Winter Break. Even I don't like school enough to want to stick around during break.."

"I knew I was having an effect on you."

Gwen laughed. "Please. Bigger slackers than you have tried."

That could only mean one person. "I'm a much bigger slacker than your cousin, no matter what you say."

"So not."

"You know, one day you're going to have to introduce us so I can see for myself." Michelle said, just to see the scowl that always came across her friend's face whenever she mentioned it. She reached over and wrapped her arm around Gwen's. "Don't you have karate practice today? I could come and watch. He wears those pajamas, too, doesn't he?"

"Gi!" Gwen said in a strangled shout as she blushed. "For the hundredth time, they're called gis! They're not pajamas!"

"Whatever they are, they're cute," Michelle said and she didn't even try to hide her smirk.

Gwen didn't hide her glare, either. At least not until they walked by the teacher's desk and she stopped to wish the woman a Merry Christmas. When she turned back, she was the one getting the evil eye. "What? I'm just being polite."

Michelle just sighed and shook her head. Sometimes Gwen was so polite that she just wanted to scream. Like now. She pulled the girl to the door before she could volunteer to do something like clean the boards. "So can I tag along to practice? I promise I'll behave."

"No," Gwen said a little too quickly. Michelle was starting to think that her poor cousin was seriously ugly. He had to be, considering how little Gwen wanted to introduce her to him. "No. We aren't going to have another class until after the new year. Too many people are leaving on vacation," Gwen's face fell. "Which is why I don't have a ride home. Can I catch a ride with you?"

Michelle froze. "My mom is volunteering today. I thought I was going to ride home with..." Her house was only a street down from Gwen's, and one of their mom's was always free. Almost always. The number of times that one of them didn't have a ride could be counted on a couple of hands. It figured that the day before vacation would be one of them. "The bus?"

Gwen's eyes went wide and she stared at the clock again. "The bus!" They ran down the hall and burst out the front door just in time to see the last few kids pile on to the buses. They ran for theirs and climbed on just as the bus driver was closing the door. Michelle let out a little breath of thanks as they got on and found a seat together. It was right up front, but Michelle didn't care. It was right next to the heater.

"Stupid skirt," Gwen muttered as they sat down and she rubbed at her legs. Michelle just nodded and tucked her hands under her arms. They were only out for a couple of minutes and she was wearing her sweats and a sweater, but it wasn't enough. Neither was the bus heater, but it was a lot better than walking home.

It was the only thing that made getting on the rolling zoo worthwhile. It was loud, but at least no one was throwing anything this time. It must have been too close to Christmas. Or they'd seen Gwen get on board. No one acted up around Gwen.

Not since the field trip anyway a couple of months ago anyway. They'd been on their way to the First Contact museum in Sacramento when everyone went wild from boredom. The teachers tried begging and threatening, not that anyone was listening. Michelle heard the Principal tell the bus driver to turn around when Gwen stood up and told everyone to sit down. She didn't yell, but her voice filled the bus.

Michelle swore she heard the words echo, but she must have imagined it. She didn't imagine everyone sitting down though. Even the teachers. Gwen didn't say a word about it after that. She just nodded and went back to the purple diary she was always reading.

When Michelle told her father about it after, he'd nodded and gave her a proud grin and said he knew a lot of people who had that gift. He'd had her invite Gwen to dinner right after. By the end of the night he was telling Gwen all about the benefits of being in the army. Not that it was unusual. She loved her father, but the Colonel had a one track mind.

Not that Michelle actually thought that Gwen was going to sign up. Kung fu master or no, she couldn't imagine her friend ever being in a fight. Not after she walked away from the blond cheerleader witch who always seemed to follow her around. Michelle kept waiting for her to do something, but Gwen never did. Gwen nodded at the right times and asked the right questions, but it was clear that she was just letting her father down easy.

It was just too bad that Gwen couldn't play her own parents, too. Which reminded her...

"You never did tell me if you made parole for New Years this year," Michelle asked as soon as they were off the bus. She knew the answer as soon as she saw Gwen's face twitch. "You did try, didn't you?"

"Kinda?" Gwen tried. Then she sighed. "No."

Michelle groaned and put her hands on her eyes. "I can't believe this. You have to learn to stand up to your parents, girl. I do, and my dad could have me shot."

"No, he couldn't."

"That's not what he says." Michelle shook her head. "Go home. Try. I mean, you're a straight A student and a karate master. That's got to be worth a little partying on New Years. Especially on the biggest New Years of anyone's lives. Things could blow up!"

"I can't," Gwen said. And she did look a little guilty.

"Why?"

"I have plans."

That stopped Michelle. "And you didn't tell me?"

"Its nothing big. My Aunt and Uncle are having a party and I have to babysit my cousin."

"The one that's the same age as you? So lame." She sighed. Poor, poor ugly kid. "Why not just skip out on loser-ville and sneak over. Put the ninja skills to use. My mom is expecting you anyway."

Gwen gave her the look equivalent of a snake rattle. "He isn't a loser."

Michelle raised her hands and gave her friend a look. "I'm sure he's cool. I just think that it sucks that you two are stuck."

"I didn't say he was cool," she said with a flip of her hair. It would have worked better if her red hair was longer than shoulder length, "He's a total Doofus, but I put up with him anyway."

"Whatever you say, Crazy." Michelle nodded, more to do something than out of agreement. This was how it always went when Gwen talked about her cousin. A mix of insults and praise, but God help anyone else who said something bad about him. She would put it up to protecting family – and she would arrange for someone to beat up anyone who said anything about her brother – but even she wouldn't blow up at such a small joke. "But its the biggest party night of our lives. Don't waste it at your cousin's. Come over. Have a life."

"I have a life."

A snort filled the air behind them. "Says you."

Michelle spun around. It was bad enough when someone horned in on a conversation, but if they thought that they could get away with it while being that big of a jackass, they had another thing coming. She glared at the brown-haired boy who had snuck up behind them and snarled, "Excuse you?"

The boy smirked at her, but his eyes were locked on Gwen's. "I'm just talking to the Dweeb."

"What are you doing here, Doofus?" Gwen snapped with her hands on her hips.

"You know this loser, Gwen?" Michelle demanded. A nosy jackass was bad enough, but a bully... Her friend was crazy, but she wasn't going to stand by and let anyone pick on her.

The boy blinked and finally looked at her. "Did you just call me a loser?"

"You heard me."

He looked disappointed as his eyes went to Gwen's. "Loser?"

And Gwen laughed. It was the last thing Michelle expected. Not just for the betrayal, but because she never heard her friend laugh like that before. "She's new."

"Yeah, but loser? You told me her dad was in the army. I thought she would know something cooler than..."

Gwen cut him off mid sentence by glomping him.

Michelle didn't know whose eyes went wider, hers or the boys. The laugh was one thing, but a flying hug? Michelle looked up to make sure that the world hadn't ended two weeks early. Both her and the boy's eyes got huge, but he was the only one who blushed. Not that he made any effort to push Gwen away. Instead he just leaned in and whispered a loud, "No fair," into Gwen's ear,

And Gwen giggled.

Gwen giggled. Gwen never giggled. It was like Michelle didn't even know the girl.

When Gwen finally pulled away, she looked at the boy's blush and smirked as she brushed her fingers across the side of his face. "That's a good one."

The boy glared back, but it wasn't really an angry look. His eyes went to Michelle and he repeated, "No fair." Michelle wondered if he would have complained if she wasn't there.

Gwen looked back like she'd forgotten all about her audience and now she blushed, too, as she turned around. "Michelle, this is..."

"You have a boyfriend?" Michelle finished as she looked at them both. Now that the boy wasn't acting like a jerk, he did look kind of cute. "Why didn't you tell me?"

And their faces went so red that they almost matched the color of Gwen's hair as they and jumped apart. "No, no," The boy said quickly.

"So not," Gwen said. "Really, really, really not."

They denied it, Michelle allowed, but way too much. If she had known that her friend had a crush she would have helped. Not that it looked like it would take much. The boy was obviously-

"This is my cousin, Ben."

It was amazing how the human body could keep going even after the brain had checked out. Michelle stood there. She blushed a little. She blinked a few times. She even managed to keep breathing, but she wasn't even looking at them.

Instead she was thinking back and trying to figure out how she'd read everything so wrong. The giggle, the hug, the blush. She had not felt this dumb since her last Algebra test. Just like then, everything she saw pointed to one answer but the teacher said it was wrong one.

She came back just in time to see the two inched a little closer together. Too close. The Gwen she thought she knew liked her personal space. One of the best ways to annoy her was to get just a little too close. More than a couple of kids at school had learned that the hard way.

The boy – Ben - her cousin was obviously exempt from that little rule. Everything she saw said one thing, but it couldn't be. She had to say something. She knew that. Standing here like a statue would only end in bad places. So she said the safest thing she could. She glanced down at the boy's wrist and said, "Nice watch."

"Thanks," Ben said. He smiled as he said it, but he looked a little panicked and she didn't miss how he hid it behind his back. She couldn't miss it, but she couldn't figure out why. Did he think he was going to try to steal it or something?

She didn't know why he was freaking out and glancing over at Gwen didn't help at all. Her friend had the same fake smile on now that she'd had when she came up to her months ago and admitted that she did know a little French. That conversation was so odd Michelle had called her Crazy ever since. It was a nickname she was earning today. She gave the hidden watch one last thought before she decided to go back to the important matters. "This is your cousin?"

"Ben," Gwen said, and he nodded.

"The one you are going to spend New Years Eve with." Another nod. She watched Gwen glance over, and Ben catch her. The blush came back, just a little. If she wasn't so crazy aware already Michelle didn't even think that she would have noticed.

Still, at least it answered a couple of questions. It opened up about a thousand more, but it answered two. First, she wasn't getting ditched, so she didn't have to feel bad about that. Second. He wasn't ugly. He so wasn't ugly. "And – and what are you planning to do?"

"Hang out," Ben said with a shrug and Gwen nodded as the two shared a confused look.

Maybe Michelle was wrong. Maybe she was just having an off day. Gwen could have just thought it was fun embarrassing him. The giggling, the smile, the whisper in the ear. She must have misread them all.

It sure wasn't anything she'd ever done with her cousins, but that didn't mean anything. Did it? "I can't believe that this is the cousin you have to babysit for New Years." They had the exact same eyes. Not just the same color, but the same everything. She'd never seen anything like it before.

Ben turned and glared at his cousin. "Babysit?"

"Well..."

"Please." Ben snorted. "They're ringing in the Bennenium and I'm the one stuck on babysitting duty."

She turned and poked him in the chest. "No way. You say that again and I'm going to kick your butt all over the mat at the next practice!"

Ben scoffed. "Who kicked who's butt last week?"

Gwen grimaced and her hand went back to her backside. Michelle had wondered why her friend had sat on her jacket for most of last week. Bad place to get a bruise. "You got one lucky shot. And it's only supposed to be a figure of speech."

"Bennenium?" Michelle broke in as she started to breathe a little easier. The fighting sounded normal. She must have misread everything.

"My cousin is delusional. Ignore him, everyone else does." Gwen said as she poked Ben in the chest again. "Besides, it's going to be the Gwennenium."

"It won't even be the Gwenecade." Ben snorted. "I didn't see a statue of YOU when…"

Gwen shoved her hand on Ben's mouth and they both gave Michelle a look that was just this short of panicked. Michelle just shook her head. Every time she thought she had a handle on this they did something else strange.

Like his licking her palm. Gwen let out a disgusted little squeal and pulled her hand off of Ben's mouth. She glared at him and wiped her hand on her skirt as he smirked back.

"You two are weird. Like Ripley's weird." Michelle gave her friend a look and a little smirk. "This is why I call you Crazy."

Ben's attention changed to Michelle and the smile changed into something that still looked like one but really wasn't. "You do?" It almost sounded like it was just a question, but the snake rattle was back. Apparently they shared being crazy protective, too.

Gwen looked at Ben and touched his arm, and just like that the real smile was back. "What are you doing here, besides being disgusting?"

"Grandpa's back."

Finally, a grin Michelle understood. Gwen went on and on about her Grandfather. "And he couldn't pick us up?"

Ben shrugged. "He's been decorating the Rust Bucket. Mom dropped me off after school and he sent me to come get you."

"He's decorating? But we all do that together."

"So we've got to hurry. And I've got even better news," he said. He leaned in close again. "Presents!"

"Presents?"

"I saw him putting them on the table when I was coming to get you." The two of them did a happy little dance, and then Gwen ran over and gave Michelle a hug.

Michelle just blinked. Gwen didn't hug. Ever. Her cousin really helped her relax. "Presents!" Gwen said in an excited squeal.

Michelle nodded, but she couldn't leave it like this. It would be easier if she could get Ben alone for a second, but she didn't know him well enough. Gwen, she thought she could read. She hated to do this to her best friend, but she had to know one way or the other. She took advantage of the hug as she wrapped her arms around her friend and twirled the two of them around so that her back was to Ben. She didn't want him butting in as she leaned in and asked, "So that's the cousin, hm?" She said with a purr and waited.

She watched Gwen's attention flicker to the boy and in that second Michelle saw a flash of something in her friends eyes. "Yeah. That's Ben."

Michelle could have dealt with jealousy, or disgust, or amusement, but not that look of – of pride and joy and something else. Something she had only ever seen in her mom's eyes whenever her father came back from deployment. When her best friend came home.

And just that look was enough for Michelle to know. She might be Gwen's best friend. but he was more. Somehow. She gave her friend one more quick hug before she stepped back. "Cool guy. Call me when you get home. You can tell me about your haul."

Gwen nodded, but she got that squinty look in her eyes that always came when she thought something was up. Michelle knew that she was about to ask what was wrong when her cousin shouted, "Winner gets to open the first present!"

"No fair, Doofus!" Gwen shouted, but her face glowed. She gave Michelle a quick apologetic look and Michelle waved her off. With that the red-head took off after her cousin and screamed happy abuse at him the whole time.

Michelle watched and waved again at them as they went around the corner, not that either looked back. Once she was sure that they wouldn't hear her, she shook her head and whispered, "Crazy. Crazy even for you, Crazy Girl."


	17. Chapter 17: Ringing in the Bennenium

Chapter 17: Ringing in the Bennenium

December 31, 1999

"_Remember that song Annie? I used to sing it to you when you were a baby."_

"Turn it off," Gwen whimpered. She had her face buried in her knees and her hands over her ears, but she could still hear the monster on television.

"It's just a movie. This isn't even a scary part," Ben said. She felt his elbow brush against hers and she knew he was shaking his head at her. She wanted to yell at him, but...

"_Mother?"_

"_Unlock these chains. Quickly!" _

Gwen shivered. She couldn't help it. She loved horror movies, but why did Ben have to pick this one? 'It's funny,' he'd promised, and she believed him. The worst part was that it was. To him. He giggled up a storm even as she cringed. She'd been ready to turn the movie off the second she saw the magic book and it only got worse when Bruce Campbell played the tape. That was when she covered her ears for the first time, but she could still hear the words that sounded so much like the ones she cast with. Then the monsters came and -

Didn't Ben know how many times she'd had just this nightmare?

"_You were born September 2nd, 1962. I remember it well because it was snowing. So strange it would be snowing in September."_

"Ben!"

"_That thing is not my mother!"_

Gwen spun around and buried her face in Ben's shoulder. "Turn it off!"

"Okay!" Ben said and the movie died with a click. "Sorry. I thought you would like it."

"It was creepy," Gwen muttered into his shirt. She felt him shift and for just a second she thought he was going to put his arms around her to make up for it. But he wasn't moving, he was shaking. She shoved herself up and swatted him on the arm even as her face burned. "And it isn't funny!"

He held his hands up in surrender even though he was still grinning. "Okay, okay. Sorry."

She stared at him just to let him squirm for a few more seconds before she snatched up the Evil Dead II box and gave it the best evil eye she could. "I can't believe Uncle Carl and Aunt Sandra let you watch this."

Ben's smile faded even as he rubbed the back of his head. "Let might be pushing it."

"Ben!"

"It's Dad's. I'll put it back tomorrow." He cleared his throat and finally looked just a little sorry. "I really did think you would like it."

She thought about letting him squirm a bit more, but she knew that he was probably telling the truth. They'd been having a marathon of movies and games since dinner ended and, until the last movie, it had been the best night ever. "I know," she said and let him off of the hook. Almost. "I get to pick the next one."

"I get veto rights."

"You have to watch half of it."

"A quarter."

"'Kay." With that she turned around a little on his bed and fixed the pillows behind her. He must have been waiting for it, because he yanked at the blanket they were 'sharing' as soon as she moved. The thing was huge and thick and he had half. It wasn't her fault that his 'half' was the bit over his lap, and he only got that much because he was sitting so close to her. He was close enough that she could feel his elbow and knee brush against hers every time either of them moved.

She had the rest of the blanket wrapped around her because she needed it. His room was so cold that she'd actually borrowed a pair of his socks because her poor little toes were freezing. They still were, even under two pairs of socks and the blanket. She should have brought her flannel pajamas tonight, not her midnight blue ones. She would have if she'd known that the heat wasn't working.

"Come on," Ben said as he tugged at the blanket again with just as little luck. "I said I was sorry."

Gwen almost didn't. Almost. Then she saw him shiver as he sat there in his jeans and black t-shirt and sighed. He snatched up the blanket before she could change her mind. "So, what do you want to do now?"

"We can play a few more games," he answered and reached over her for the controllers that they'd dumped on his nightstand when they started the movie. She winced as she looked at the pile of cups and remotes and controllers that looked ready to go down in a landslide at any moment. They shifted, but the only thing that fell were the noisemakers that they were saving for the big moment tonight.

"Not it!" They said together before the paper whistles hit the ground. Then, "Jinx!"

Ben made a face. "Rock paper scissors?"

Gwen sighed. She didn't know how Ben cheated, but she knew did. And that he copied her on purpose just to drive her nuts. Not that she'd let that stop. The game took forever, though. She only glanced over at the clock to see how much time they had, but the numbers made her stop. She blinked because it seemed so wrong. 11:40? It couldn't be. There wasn't any way that six hours could have gone by that fast. "I don't think we have time."

"What are you...?" Ben started to ask when he turned and looked. She thought he'd looked disappointed, too. Instead he clapped his hands together with an evil glee. "Finally!" He shoved away the blanket they'd been fighting over all night like it was nothing and rolled off of the bed. He took a second to brush his hands over his clothes as he hurried over to the door.

Gwen scowled as she looked down at her pajamas. She'd gotten changed right after dinner, but he didn't. She never gave it a thought until now, but she should have known he was up to something. "You're going to get caught."

Ben grinned in that annoyingly smug way of his and slipped out of the door without saying a word.

If he was going to get in trouble, she had to watch. She hurried over to the door and peaked out. The hall outside was empty for once. She'd heard people go back and forth all night, but of course the Doofus got lucky. She watched him go downstairs and waited for him to come running back up. When he didn't, she stood there and waited for the yelling. None came, or at least, none that she could hear over the music. Or the crowd.

It seemed like every adult Uncle Carl and Aunt Sandra had ever met was packed in downstairs. Over packed. They had actually rented outdoor heaters so people could party on the patio despite how cold it was. There were so many people downstairs that the house felt hot. No wonder the heat wasn't working. Gwen didn't even know Ben's parents knew that many people. Heck, they'd even gotten her parents to come and that was something she thought would never happen.

There were so many people that someone should have seen Ben. She kept waiting, but nothing happened. Which meant that she had his room to herself. She grinned and closed the door. She'd been waiting all night for this and it finally happened. She was finally going to get him back.

She just had to find his favorite thing in the world; his ultra-rare gold Sumo Slammer Card.

It should have been impossible. She was sure it was before she came over today. She'd come and visited a few times since summer and it always amazed her that anyone could find BEN in the disaster area he called his room, much less a little card. The place was so bad that she was always afraid to take off her shoes, but Aunt Sandra must have cracked the whip. Now it almost looked like a human lived here now instead of a rare ape. The stacks of dirty dishes were gone and so was the pile of overused socks that he'd been growing in the corner. It was so neat and organized it almost looked like her room.

She'd worn her shoes up, but they were in the corner by his closet now. If it was a little warmer she wouldn't have even bothered with her socks. He'd even vacuumed. She wouldn't have believed it if she didn't see the marks in the carpet for herself. Not that the carpet was clean enough for her to take the sleeping bag that was already laid out on the floor.

No, Ben could have that. She was the guest, after all.

If she had time, she would have taken pictures. She was sure that his bedroom wouldn't look like this tomorrow. She didn't. Even if he didn't get caught she only had a few minutes to snoop. She wouldn't have a prayer if she hadn't watched Ben slip the card into the shoebox with all his best stuff. A card would have been impossible, but she had a chance with the box. It only took her a minute to go through his dresser. It would have taken longer if she was willing to actually touch anything inside. There wasn't any box, but she did get a good look at his Christmas present as it sat on top of the dresser and mocked her.

To make things worse, it mocked her with a picture of him and her in their gi's. They were both grinning as they held up their new belts - blue for her and green for him. She glared at the twin grins. Her own gift was making fun of her. So not fair.

Stupid frame. She'd thought that a digital picture frame would be perfect Christmas gift. She'd seen him looking at hers the day after the funer-

The thought stopped there. She couldn't-

Even after all this time she couldn't stand to think about those three days. It just hurt too much. The only thing that made the memory even the least bit better was...

For just a second; she let herself remember the feeling of Ben's arms around her as she cried, of him being there for her. She didn't know how she could ever thank him for it, but the frame was a start. Or it was supposed to be, anyway. She saw him looking at hers that day, so she got him one of his own. She'd loaded it with every picture of the two of them she could find. Not just from their first summer together, but from the second and karate. She even raided Aunt Sandra and Grandpa Max's collection so now they both had pictures going all the way back to the day they were born.

She never knew how many photos there were from when they were little. It took her weeks to scan them all.

Ben seemed happy when he unwrapped the frame, but she had to admit that it was a relief when she spotted it on his dresser instead of shoved in a drawer somewhere. She knew it wasn't his kind of thing usually, but she still she thought she had given him the perfect gift.

And then he had given her hers.

* * *

Just a minute ago Gwen was so mad that she'd stomped across her living room as she followed Ben into the kitchen. She'd been so mad that she was ready to bean him with the stupid bread that he needed for his stupid sandwich that he somehow couldn't find by himself. She couldn't believe that he'd even ask her for her help after...

A minute ago she'd been so mad, but now she just felt like an idiot. Now she just stared at the little box in her hand and tried to remember how to make words. "You said you forgot."

"Forgot Christmas?" Ben asked as he stared at her until she felt even worse. Then he blushed a little as he glanced back at the living room. His parents and hers were still sitting out there and talking. They'd been laughing a second ago from the look on her face, but they weren't paying any attention to them now. They never saw Ben pull the small box out of his pocket. They weren't even looking over, but she saw his cheeks go a little red anyway. "I just didn't want them to say anything."

He was embarrassed. She couldn't believe it. She stared at the box and tried to figure out what it might be. It had to be bad if he was acting like this. She shook the box and heard something rustle inside. "It's not going to bite, is it?"

"Just open it."

She was pulling at the ribbon before he even finished saying the words. She only winced a little as she opened the box and waited for it to explode. It didn't. She still gasped, though, as her hand went to her mouth. "You told me you didn't have it!" She tried to sound annoyed, but she couldn't. Her voice came out hushed as she stared at the Keystone of Bezel. She'd worried for months that she'd lost it somehow, or that someone had stolen it.

Which, she guessed, someone had.

She looked at it now and suddenly didn't mind. He'd polished the tan stone and brown stone until it shined in the light, which only made the black rune inscribed on the face stand out more, and there was a long gold chain attached to the top.

A necklace. He'd made it into a necklace.

Ben leaned over and cocked his head to the side as he stared at the runestone. "Oh, you meant THAT Keystone of Bezel? There are so many, how am I supposed to know which one you wanted?"

She should have hit him, but it was too perfect. Her hand moved from her lips and she brushed her fingers over the fine gold chain. The little links flowed over her fingertips like water. "Why?"

He rubbed at the alien watch on his wrist and looked even more embarrassed as he looked at everything in the kitchen that wasn't her. "I get to keep my souvenir of our first summer on all of the time, so I figured that you should be able to, too. If you wanted to."

"Thank you," she whispered and had to blink quick to keep from tearing up. Her fingers slipped through the chain again as she lifted the necklace free from the box. It only took a second to find the clasp at the end of the chain and she could have opened it even quicker, but it felt wrong when she tried. "Help me put it on?" she asked, and her eyes met his for only a second before she realized how interesting her sneakers were.

Both of their hands shook just a little as he took the necklace from her. She turned around and lifted her hair out of the way as he slipped the chain around her neck. She swore that she heard him squeak as he did and her breath caught. She tried not to shiver at the feel of his fingers as they fumbled with the clasp and brushed against the back of her neck.

She tried so hard, but she couldn't help it.

Neither of them complained.

* * *

That was six days ago and she hadn't taken it off yet. Gwen smiled to as she touched the charm through her pajama top. It was something she'd caught herself doing so many times since she put it on. She didn't even notice it half the time, she'd just feel the rock under her fingertips while she grinned like an idiot.

It was worth the worry, she had to admit.

Not that she would ever tell Ben that.

Or let it stop her from getting revenge for all of the times she'd torn her room apart looking for the charm. She really wanted to tear his apart, but she couldn't. The room was so clean that if she did she knew he would figure out what she was doing.

She knew she could find the card. It was just a matter of time. Time she didn't have. Not only would Ben be back in any minute, but she needed to find the card tonight. There was a Sumo convention in New York next week and she had a pen-pal who promised that he could get it autographed by the show's creator, but only if Gwen mailed it in time. In time meant Monday. If she was lucky it might even make it back in time for their birthdays.

If she could just find it.

She opened his closet and found most of the mess that had been in his room. He had stuff packed in to the ceiling, and just looking at the cramped space made her let out a panicked little laugh. She was sure that there wasn't enough magic or Plumber stuff in the world to find her if she ever went in there. She closed the door a little harder than she had to and took a deep breath as she tried to build the nerve to open the door again.

"Ben doesn't care about that stuff," she said to herself, and she hoped she was right. No, if she wanted to find the box, she had to think like Ben. Where did he hid stuff when he was home? There wasn't any room in the Rust Bucket. The only real safe place was under their bunks...

Her eyes went to his bed as she hurried over, and she was so sure she'd found it that she grinned.

The grin faded the second she looked. He'd cleaned, but he had missed the dust bunny ranch under his bed. Or what looked like a topographically correct map of Montana when she tilted her head just right. Complete with mountains and forests. If she looked hard enough, she might find some kind of dust bunny people building a dust bunny society under there.

She didn't want to look any closer than she had to.

Fortunately, she didn't need to. The familiar cardboard box was right near the foot of the bed. As always, Ben shoved in everything that mattered to him. Souvenirs from their adventures, his white and yellow belts-

And a little stuffed lion.

She brushed her finger across the lion's back and remembered the little blue bear that was sitting on her bed at home. Then she carefully moved the stuffed animal out of the way so she could keep digging. She finally found the card at the very bottom of the box, and the gold foil shined in the lamp light as she carefully picked it up. She stared at it and let the evil little grin she'd been saving out. Next week she was going to ask to see it, just so he could worry for a while. "Oh, is that the card you were looking for? I'm so sorry, Ben," she practiced to herself. Revenge was going to be so sweet.

She was already imagining the look on his face when he saw the autograph. It wasn't as good a present as the necklace, but it was close.

"Hey!"

Gwen's head shot up when she heard Ben's shout. "I wasn't doing anything, Doofus!" she snapped back even as she dropped the card back in the box and shoved it all back under the bed. It was so not fair. Ben got away with everything. She tries one itty bitty kinda bad thing and she gets caught...

She spun around, her mind already racing for some kind of excuse, but she was alone in the room. The door was still closed.

"Ben?" she asked.

"Ben!" Aunt Sandra's voice echoed back, only she was a lot louder and angrier.

Gwen didn't hear what Ben said next, but she had a feeling that whatever it was got him into more trouble. Which meant he'd be back in just a couple of seconds. She threw herself on to the bed and wiggled back into her spot even as she reached for the blanket and threw it over her legs. Then she sat back on the pillows and looked as innocent as she could.

She watched Aunt Sandra drag Ben in by the arm. "Mom, I didn't - Come on, let go! You're embarrassing me!"

"What did the little Dweeb do now?" Gwen asked. She tried to look as innocent as possible even as her heard pounded in her chest. It didn't work, but it didn't matter. Neither of them were paying any attention to her.

Aunt Sandra glanced over at Gwen for just a moment before she kicked the door closed behind her and knelt to look her son in the eyes. "Now, honey. I know at your age you want to try new things and push your boundaries, but you're not old enough…"

"Mom! Not in front of Gwen!"

Gwen smirked a little and raised her hands as they turned to look at her. "No, please keep going. Just pretend I'm not here."

"Gwen," Aunt Sandra said with a sigh as she shook her head.

Gwen pouted. "Oh, come on… You can make it my birthday present!"

"Gwen," Aunt Sandra repeated as she ran her hand through her short blond hair. She gave Gwen a quick pleading look before she turned her attention back to her son. "Maybe in a few more years, Ben, but for now…"

"Mom..."

"Sandra," she corrected by reflex and Ben's face fell just a little. Gwen still didn't know where Aunt Sandra got the idea from, but she'd thought that her aunt had finally gotten over - "Mom," Aunt Sandra corrected herself before Gwen could even finish the thought and pulled Ben into a hug. "In a few more years, maybe, but for right now, I want you to stay my sweet little angel."

"Mom!" Ben groaned as he shot another glance over at Gwen.

The grin went away when Aunt Sandra nailed her with the squint-eyed mom look. "And what were you doing while Ben was sneaking around, Gwen?"

Gwen froze and squirmed on the bed. She'd fought down the urge to hide under the blanket during the whole horror movie, but now her fingers tightened on the edge of the blanket. "Watching-" she started to say. Aunt Sandra turned before Gwen even finished lying and stared at the TV.

The blank TV.

He'd turned it off. How could she have forgotten?

Aunt Sandra didn't say a word as she got up and walked over to the nightstand. She didn't say a word, but she didn't take her eyes off of Gwen either, except for a moment to glance down at the remote. Gwen heard the party from Times Square come up on the Television, and she felt the Doofus staring at her. She knew he was the one smirking now, and it so wasn't fair. She'd have glared at him if she was brave enough to take her eyes away from Aunt's.

Gwen swallowed hard as the woman bent over and she was so sure she was going to get yelled at. She didn't know how her Aunt knew about the snooping, but she was sure that she did. It had to be some kind of mom superpower.

Then Aunt Sandra whispered, "Don't prank him too bad," right into her ear. Gwen nodded out of shock than anything. Aunt Sandra gave her a smug little grin and a quick kiss on the forehead before she stood back up. "It's almost time. I want you two to enjoy your first New Year and then I want you to go right to bed, all right?" Gwen nodded, but she didn't have to see Ben's face to know that he was rolling his eyes. Aunt Sandy sighed. "Ben?"

"Fine."

"I'll keep an eye on him, Aunt Sandra," Gwen offered with a little smirk at Ben. The smirk got bigger as he glared back.

Aunt Sandra shot her a look that said she couldn't decide whether to smile or sigh. She settled on sighing. She opened her mouth to say something when the music outside picked up a little and someone started calling for her. "Thank you, Gwen." She gave her son another look before she leaned down to kiss him on the cheek. "I wish you weren't in such a hurry to grow up."

"MOM!"

With that Aunt Sandra stood and walked out. "Happy New Year."

Gwen managed to wait until her aunt closed the door before she crossed her arms and said, "I told you so," she paused, "angel."

Ben glared at her as he tried to rub his mother's kiss off his cheek. "Yeah, yeah. I'm not beat yet."

"Whatever it is, just give it up. Come on, let's watch the countdown. Don't ruin the night."

"No. We have to do it right," Ben glanced down at the Omnitrix.

"No, Ben."

He ignored her and twisted the dial.

"There are too many people. And someone will notice a blue dinosaur, no matter how fast you move."

"What about..?"

"And vines."

"But..."

"Not even Grey Matter."

"He's too small anyway." Which was so vague that Gwen almost asked. "Fine, I don't need the watch anyway. I have mad ninja skills now, thanks to you."

She pushed herself to the end of the bed so she could grab him. She'd make him sit down if she had to. "You're going to get me in trouble, too!"

Ben didn't even pretend to care. "Be right back." With that he slipped out of the room before she could even get up.

Gwen sighed and waited on the edge of the bed. She didn't bother to root through his stuff, she was sure he would be back before she could even touch the box again.

And she was right.

The door flew open. Gwen expected to see Aunt Sandra dragging Ben back through the door again, but it was just Ben. Only now, he was grinning.

Grinning and holding a single crystal flute in his hands. "Told you I could do it," Ben said. He looked more pleased with himself now than he did even after going hero. He closed the door behind him and carefully walked over to sit down next to her on the bed. "With a couple of minutes to go, too."

Gwen stared at the glass and felt her stomach tighten. No, she stared at the bubbly beige colored liquid that filled the glass almost to the brim. Champagne. He'd gotten champagne. "How?"

Ben's smile faded just a little as he swirled the drink around in the glass. "I saw the bottles on the kitchen counter when Dad called us downstairs to talk to..."

"Grandpa," Gwen finished as they both looked down. This year was their first Christmas ever without Grandpa Max at least stopping by. She remembered just how excited they'd been to see him on the last day of school, and the thrill of opening their presents early, but...

Grandpa could have kept the new magic book he'd given her if it meant she got to see him at Christmas. She missed the running commentary he always made as she unwrapped her presents. And he missed watching her mom and Aunt Sandra spend the day together without fighting once. He called that night, too, and she tried to tell him. Her and Ben both, but she knew that he didn't believe a word of it.

She didn't even know if Grandpa was paying attention. He sounded so distracted at Christmas, and there was something off about his voice today. At first she thought he was catching a cold even though Grandpa never got sick. She was sure that virus' couldn't survive the stuff he ate. She didn't figure it out until she said goodbye.

Grandpa Max sounded old.

She never thought of Grandpa as old. Even when he started complaining about his back he didn't sound old, just sore. But he sounded so tired when he called at Christmas, but she didn't worry much because he promised to be back by New Years. Then he called at dinner and promised to be back for their birthdays. It would have been different if he'd just tell them what was wrong, but he wouldn't. Not even after her and Ben begged. All he said was that everything was fine and that he'd tell them if it wasn't.

And the worst part was that her father and Uncle Carl didn't say a word. It would have been so much easier if they'd said something. Even if they said something mean about Grandpa, because she could get mad at that. And she knew Ben would, too, but they didn't. They just shared a look. She still wanted to be mad - she wanted to yell at them both even though it was just a look - but then her father was hugging her and she just couldn't.

"The bottles were still there. I filled up a couple of glasses and was on my way back when I saw my mom coming. So I hid one glass behind a photo and let her take the other one." There was definite pride in his voice and the smile came back as he added, "Just like Grandpa Max taught us."

Gwen crossed her arms and scowled. It was one of a thousand little tricks Grandpa taught them, but that didn't make it right. "He didn't do it so you could steal drinks."

Ben shrugged. "He didn't say not to, did he? Besides, its traditional, isn't it? And I'm going all out to ring in the Bennenium!"

"Gwennenium," Gwen corrected. She let out an annoyed sniff and would have rolled her eyes if she didn't have them locked on the drink. "And for the last time, the new Millennium doesn't start until next year."

"Not even in your dreams," Ben said as he swirled the liquid around in the glass. "And if it isn't the new millennium, why is everyone going nuts downstairs?"

"For the same reason Grandpa was so happy when he went a million miles in the Rust Bucket. People just wanted to see the numbers roll over. That doesn't mean its the new millennium."

"So they just want to party? Why didn't you just say so? Everyone wants to party." Ben smirked at her. "Well, almost everyone, anyway."

"I party!"

"Yeah, that's why you brought a book tonight."

She had, but only out of habit. She'd forgotten about it until Ben brought it up. "You're just mad because it's not a picture book."

Ben stuck out his tongue. "Well, you go do read then. I'm going to celebrate!" He swished the champagne around in the glass as much as he could without spilling it.

Gwen couldn't take her eyes off of the champagne. There was so much in the glass. Even more than she'd seen her mom and dad drink on their anniversaries. "You're going to drink it all?"

"Yup!"

Gwen hesitated. She couldn't believe that he even wanted to try the stuff. She should just let him. He wasn't going to listen and he'd probably be as funny as all the idiots she'd seen on the Spring Break shows. He'd either be funny or he'd get sick, which would be even better. It would teach him his lesson and he'd get into SO much trouble.

They were way too young to even think about it. She knew it, and she knew that he knew it, too. He was just being stupid. No, he was being worse than that, he was...

"I wanna try some," Gwen said, and her voice was barely a whisper.

Ben snorted and brought the glass up to his lips. "Go get your own then."

She thought about trying the Bambi eyes on him. That trick almost always worked on her father and Grandfather. It worked on almost everyone. Everyone but Ben, anyway. Ben she either had to outsmart or out race. They were the only things that worked. Almost the only thing, but she didn't want to trick him. She watched him watch her even as he tilted the glass back and said the one word she almost never said to him. "Please?"

Ben stopped and for a moment he looked like was going to laugh and drink it all right in front of her. Then he let out a little breath. "Fine. Get your cup."

Gwen made a happy noise as she reached past him and grabbed the closest cup off of the nightstand. It was only after he poured half of the drink in that she realized that it was his. "Eww. I don't want your germs," she said when he tried to hand the cup back. He rolled his eyes, but he didn't say a word as he handed over they crystal. She took it in both hands and sniffed the bubbly liquid inside. It was strong, she thought, but it didn't smell all that bad.

Ben was sniffing his cup, too, but he wasn't trying to drink it again. Instead his eyes went to the television and hers followed. There were just a couple of minutes left. "We drink at midnight, right?" Ben asked.

"I guess," Gwen said. She thought that was how it worked, but she never really thought to ask. What if that's bad luck? "Maybe we're supposed to drink it right after, or..." she started to babble even as she wished she had her laptop so she could check.

Then the floorboards outside the door creaked and it didn't matter.

"Happynewyear!" They said together, the words in a rush. They clinked their glasses together – well, clunked. Plastic cups don't clink very well, and drank. The crystal felt cool on her lips, and Gwen tilted the glass back to take a little sip, just in case. That was the plan, right up until she watched Ben down his half-glass in one quick gulp.

So she did the same thing. She might have liked a sip, but now she felt her whole face scrunch up as tears filled her eyes. The champagne burned in her mouth and all she wanted to do was spit it right back out. If she did, though, she'd never hear the end of it. So she swallowed hard and started coughing as the drink hit her stomach like fire. She waited for Ben to start laughing at her and forced her eyes open just so she could glare at him, but he was coughing, too. His face was bright red, too. The only time she'd ever seen his face redder was the day they'd spent at Monument Valley and he refused to wear sunscreen.

He wiped his eyes with the blanket and forced them open to look at her. "Gross," they said together.

"People drink this for fun?" Ben asked as he started to scrap at his tongue with his t-shirt sleeve.

Gwen followed suit with the sleeve of her pajamas. The cotton tasted a lot better than the Champagne. "Dumb people."

"If you were any redder, you'd look like a lobster."

"I'm not as red as you," Gwen said back. She didn't know if that was true or not, but she sure hoped it was.

"Yeah, right…" Ben said with a snort, which turned into a hiccup. He blushed again and clapped his hand over his mouth.

Gwen wanted to laugh at him. Instead she put her hand on her stomach. The sharp heat from the champagne was dying down into a much more pleasant tingly warmth. She rubbed at her stomach as the heat started to spread out. It was kind of nice, but in no way worth the taste it left behind.

Her eyes went to her other hand, to the empty glass she was still holding.

Her first drink.

And her first out and out broken rule. That thought gave her a little thrill. She glanced at Ben and realized it was all because of him.

Of course.

"What? Why are you looking at me like that?"

Gwen realized that she was grinning a little and she didn't really know why. "Hey, it's my first New Years Eve. I get to smile if I want."

"Well," Ben muttered. "Not at me."

She shifted a little closer to him and smirked. "I'll smile at wherever I want!"

Ben glared back at her before he shook his head and made a point of turning his back on her. "Spaz." He bit the word out, but he didn't sound angry. Not really. If anything, he looked twitchy.

Gwen's only answer was to move even closer, until her chin was just behind his shoulder, just to drive him nuts. Ben felt it, but instead of just looking over his shoulder at her like a normal person, he spun around.

The smile died on Gwen's face because he ended up a lot closer than she expected.

Way too close.

They were so close that she could feel his breath on her face and it tickled enough to make her shiver. She stared at him and she knew she should move back. She was just about to, but he grinned and she froze -

-as he flicked her on the tip of her nose with his finger.

"What was that for!" Gwen shouted as she threw herself backwards and covered her poor abused nose with her hands.

"Made you blink!" Ben said with a how of laughter that was big enough that he fell back on to the mattress.

"10!" The words came from the television while a dull roar came through the floor from everyone partying downstairs.

Gwen glared at him as he kept giggling and almost started screaming at him. Almost, but that would have only made him laugh more. No, she knew what she needed to do to get him back. It was time for her favorite game. She wondered how deep she could make him blush this time. A hug made him so red. This... If she was lucky, he might actually glow.

He must have seen her smirk, because he stopped laughing as he gave her a crossed look. "Stop it."

"Nine!"

There's another tradition," she said, her voice a teasing sing-song as she rolled over onto all fours and crawled up next to him. Her leg slid up against his arm and pinned the Omnitrix between the two of them.

"Eight!"

He looked more panicked now than he had when he'd thought the Omnitrix was going to blow up. "What? N..no there isn't."

"Seven!"

"Yes, there is!" She watched him squirm. She loved it when he squirmed. She put her hands against the wall on either side of his head and leaned down over him. He leaned back until the pillows stopped him from going any further.

"Six!"

She stopped when their faces were only inches apart. Her body hummed with the heat of the drink as she waited for him to freak.

She could always count on him to freak.

He didn't freak.

"Five!"

Ben stopped squirming and just stared back. The blacks of his eyes had never seemed so big and she couldn't take her eyes off of them. She swallowed hard and licked her lips as her heart pounded in her ears. He was supposed to freak...

"Four!"

Instead he leaned up.

She didn't... It was supposed to be a game, she thought to herself. He was her cousin.

She closed her eyes as she felt his lips press against hers...

Then she felt him start to pull away, but it was too quick. She wanted more. That thought pounded in her head as she leaned down to keep the kiss going. Ben let out a little surprised noise that was almost a moan as he stopped backing away. A moment later she felt his free hand on the back of her neck and he pulled her closer...

The house shook with noise and Gwen jumped away in surprise. It took her forever to realize it was cheering, and that they'd missed their first New Years.

"Beat you. Beat you at your own game," Ben's voice sounded strangled as he sucked in air and stared at her. A blush covered his entire face, but she knew that hers was worse without even looking.

Gwen could only nod. Her lips tingled too much for words. She felt his trapped hand twitch against her leg, but she couldn't move.

Her first...

They stared at each other, frozen.

Gwen couldn't figure out if she was breathing too fast or not at all.

She was just about to make up her mind when she heard footsteps outside in the hall again. Only this time they didn't walk by on the way to the bathroom. They were coming in. She looked down and saw the crystal flute still in her hand. Her fingers were almost white around the stem. Gwen's heart froze. It didn't matter that Ben was the one that had taken it, if anyone saw her holding it she was dead! Deader than dead!

God, she might even be grounded!

And then the glass was gone.

She blinked and saw it in Ben's hand. Well, she caught a glimpse of it as he slipped out from under her arm and leaned over the edge of the bed. He pulled himself back up a second later.

Gwen forced herself to roll over and prayed that whoever it was wouldn't notice her blush. She tried to calm down, but every time she did she looked over at Ben and she felt her face heat up again. Her face heated up and the tingling on her lips got worse. Ben sat down just as Uncle Carl stuck his head in. Gwen turned to him and forced a smile on her face even though she knew it had to be the fakest looking thing in the world.

"We know dad, it's time for bed," Ben said. Anyone else would have thought he was bored out of his mind, but Gwen could hear the edge in his voice. He stood up and went for his pajamas.

"Good," Uncle Carl said as he looked at the two of them. His brow creased and Gwen felt the panic build in her chest. It only went away a little when he shrugged and nodded. "Good night you two. Happy New Year."

"Happy New Year," Ben and Gwen said together. Ben's voice cracked a little while her words came out in a panicked rush. Uncle Carl either didn't notice or he was just in a hurry to get back to the party. He turned off the lights and closed the door.

It was dark, but just enough light came through the door that she could see Ben standing in front of the dresser. He was staring at her and not moving as he held his pajamas in his hands. She watched him say something, but he didn't make a sound. Finally she realized that he had to...

He had to...

Gwen felt a babble forming in her throat as she scurried under the covers. She pulled them all the way up to her chin as she turned her back to Ben. She still heard him getting changed even though she tried so hard not to listen. Her hand clutched at the pillow and she would have hidden her head under it, but that would have made things so much worse somehow.

She almost did anyway when she heard another rustle a moment later, until she realized that he was getting into the sleeping bag. After that he didn't make a noise, and neither did she. She just laid there in his bed, curled up on her side with her knees tucked up under her chin. She brushed her hand against her lips and thought that they felt puffy and hot.

Her first...

He was her cousin! What if her friends found out? Or her parents? Or his? They would freak! They wouldn't let her see him again! And it was all because of her stupid game.

It had been her life's dream once, to never have to spend time with him again, but now... Now... "Ben?" She asked before she realized that she had no idea what to say.

And he didn't say a word.

She felt too alert of everything as she laid there. It was quiet enough now that she could hear him breathing. She buried her face in the pillow to block it out until she realized that it smelled like him. He was everywhere, and it was too much, too fast. Her heart pounded so loud in her chest that she was sure that everyone downstairs could hear it.

She was sure that there were going to be outraged screams. That Uncle Carl was going to figure it out and come charging back up with her parents right behind him. The they were storming up the stairs right now to-

She strained to listen for them, but all she heard was the sleeping bag rustling as Ben rolled over and over in it until he finally stood up. She thought that maybe there was too much light in that spot for him to sleep, that he was just going to move the bag to a better spot.

Then she felt the bed behind her move as he climbed in.

She couldn't help the nervous giggle. They'd spent half the day lying in bed together - most of it fighting over the same blanket even though there were two more on the bed - and she never gave it a second thought.

Now it felt weird.

Things never felt weird with Ben before. Annoying, sure. Scary, sometimes, but never weird. Now it did, and it was all her fault.

The bed stopped moving. She could tell just from the sound of his voice that he wasn't looking at her as he said, "I'm not sleeping on the floor. It stinks down there."

It didn't. She knew it didn't.

"Okay," she said. She felt the bed shift again and the champagne burned in her stomach. Then she felt his hand on her back and she almost leapt out of bed. "What're you doing?" she asked, her voice just short of a shriek, as the touch became a shove and he pushed her to the edge of the bed.

"I don't want to catch chicken pox again."

It took a moment for her to realize what he meant, and when she did the tension in her chest broke. "That was six years ago! I don't have chicken pox!"

"Yeah, but who knows what else you've picked up since then?"

"Doofus," Gwen snapped at him and pulled as much of the covers around her as she could, only to have Ben pull them back. They fought until neither had as much as they wanted, but at least they were sure that the other wasn't comfortable either.

It didn't feel weird after that.

Good.

He didn't say another word to her after that. Not even goodnight. She wondered if he regretted the kiss.

She wondered if she did.

She didn't know what she'd been thinking. It must have been the champagne. She could still feel the heat of it in her stomach. There wasn't any way that she was ever drinking another one glass.

He was Ben, for God's sake. The pinnacle of grossness.

That stupid drink.

Gwen laid there with her back to him and brushed her finger against her lips again. They felt weird under her fingertips and it took her a long moment to realize she was grinning. She'd never touched her own grin before.

Her first kiss.

She wanted to giggle or shout, but she didn't make a sound. She just laid there and ran the words through her head again and again, and they sounded better each time. She felt like she was buzzing, or calling up magic, and she knew that there wasn't any way that she'd ever fall asleep. Not tonight, and maybe not ever again.

And she didn't. She was still wide awake when Ben started snoring behind her. She couldn't help listening to the soft wheezing sound he made and a part of her remembered how annoying it used to be. She listened to it now and she couldn't remember why. She barely noticed it as her breathing fell into the same rhythm and she drifted off to sleep.

She remembered why she hated his snoring about an hour later when it woke her up. There was a world of difference between him snoring a couple of feet away and his snoring right in her ear. She woke up and tried to move away, but she couldn't. For some reason they had both moved towards the middle of the bed while they were asleep and now he was sleeping pressed up against her back with his left arm wrapped around her waist.

"Ben," she whispered as she tried to pull away. She barely moved before his grip around her middle tightened and the Omnitrix dug into her stomach. She stopped moving and he relaxed. "Ben! You're snoring!"

"Sorry," he mumbled as he moved his head a little. A second later he was asleep again and his breath tickled the back of her neck, but he at least he wasn't snoring.

But he hadn't moved.

She knew she should move, or hit him until he did. If their parents found them like this they would never hear the end of it.

She should, but he felt so warm behind her. He was so warm and she was too comfy and too tired to worry about anything.

He'd kissed her, she thought one last time with a smile as she snuggled a little closer to him and took his hand in hers. She didn't wake up again for the rest of the night.


	18. Chapter 18: Worries, Old and New

Chapter 18: Worries, Old and New

February, 2000

"The kids miss you, Dad," Carl said into the phone. The kids and him. After a lifetime of being away, he had gotten used to finally having his father around. He'd honestly thought that things had changed over the last few years, but this was all way too familiar for him. The last minute cancellations. The weeks away from home. Sure, Dad was gone quite a bit anyway since he retired, but when he said he would be somewhere, he was. At least he had been. Not anymore though.

Carl still couldn't believe that his father missed Christmas this year. Thank God Dad made the kids' birthday party. He had been ready to hunt the man down if he tried to miss that.

"I miss them, too," Max said with a sigh. "But I'm tied up right now and - "

"You'll make it up to them later," Carl said together with his father. He knew the words by heart now. He rubbed at his eyes. He was used to this kind of thing, but it killed Ben every time his Grandpa called now.

"I know that you've heard all of this before, Carl, but this is something I have to do."

Carl shook his head and was more mad at himself than his father. This was all his fault, after all. His and his brother's. He'd thought that ever since Dad had told them that he was going back to work. "If its money, dad, you know that Frank and I can help."

It had to be money. Nothing else made sense. He knew that his Dad got a good pension from both the Air Force and his old Plumbers business, more than enough to take care of anything he or that RV of his needed in his travels. Enough for him, but was it enough for the kids, too?

They had offered to help pay for things before the first road trip, but Dad turned them down and they'd let the matter drop. They had let it drop even though they both knew that the kids' food bills alone could bankrupt a small nation. They should have insisted.

And now their father was working again. Working and gone.

"I know you would," Max said. "And its not that. One of my old projects is acting up again."

"And you stand by your work."

"Just like you do."

Dad's life lessons. Always do your best, and always clean up your own messes. Only he and Frank had dropped the ball on the last one. It was past time to fix that. "Yeah, but if you want to do another trip this year..."

"You know I do. Unless the kids -"

"Are you kidding? They're dying to go. But if you want to do it, you have to let us help out with the bills this time."

He heard his father blow out a breath. "All right. Hopefully I'll get everything wrapped up in a couple of days and I can come home. Give everyone my best, Carl."

"I will, Dad." And then he was gone, again. Carl had dreaded these calls when he was young. That was why he turned down so many jobs now, because they would take him out of town and he would never put his son through this.

He hated these calls when he was young, but they were even worse now. He could already see the look on Ben's face when...

The thought of his son made Carl glance over at the clock. Glance and let out a curse. Sandra and Ben would be back from karate soon and he had not even started dinner yet.

Thank God he was the master of spaghetti.

He turned on the television and half listened to the news as he made the sauce. The talking heads talked about the same thing they'd been talking about for the last three days, the motorcycle gang that tried to highjack a military convoy heading to the new Army base just outside of town. Apparently they'd gotten wind of the fact that it was carrying the kind of sensitive equipment that people would pay top dollar and went for it.

That place was already trouble and it wasn't even open yet. Carl wished he knew who decided that Bellwood needed an army base just so he could give the man a piece of his mind, but no one would say who it was. They probably didn't want anyone to know that they decided these things by giving a monkey a dart and pointing him at a map.

He barely paid any attention to the report, at least not until he heard the words, "...exclusive video of the attack."

They got a video, but not a very good one. It was from a cellphone camera and it looked like whoever was taking the film did it while hiding under his dashboard and waving the camera around over his head. It was kind of nauseating to watch all the moves the camera made. It was well after midnight, so the only light came from a couple of burning Humvees and the way too familiar flashes of laser fire on the soldiers as they took cover behind whatever they could.

The soldiers got off some shots of their own, but the bikers were moving fast and had absolutely no problem dodging between the now parked or wrecked cars that surrounded the trapped convoy whenever the shots got too close. Cars full of people. Families.

Carl shook his head and felt sick to think that there would people who would do that when a brilliant flash of purplish blue light that caught his and the camera man's attention. The picture blurred and shook before it settled on the only Humvee that wasn't on fire. A dozen bolts of light shot at it as the bikers tried to fix that, but a glowing dome had appeared around the truck.. The shield cracked under the attack, but it didn't break.

A moment later there was a second round of fire, but it was scattered, panicked. Only one or two shot again after that. And then it was over. The dome vanished, and Carl waited for the talking heads to come back. Except they didn't. The news station just left the video kept running.

He was just starting to wonder if someone at the station had fallen asleep when there was the bang of something tapping on glass. The news bleeped what the man holding the camera shouted as he spun around. Outside the drivers side door was something that looked like a blue dinosaur wearing a black tracksuit. Carl blinked again when he saw it, while the camera man let out a whole string of bleeped words.

"Are you okay?" The dinosaur asked with a slight hiss as it kept looking up and down the street. The man whimpered something and the dinosaur turned to look in. The thing winced when it saw the camera. It raised its three fingered hand in a halfhearted wave and said, "If you see this, don't be mad, Grandpa." And then it was gone.

Carl laughed at the words. The alien – it had to be an alien – seemed so human right then.

And then the talking heads were back. This time with a still picture of the alien from that video and pictures from a whole bunch of other rescues that were superimposed over a map of the country. The thing had been busy and had seen more of the country than Carl ever had. "Good for it," Carl said with a nod. At least it was trying to help, and that was more than anyone could say about most aliens.

And then the other talking head weighed in. "How do we know that the alien wasn't a part of the attack? It didn't stay around to answer any questions. And my colleague's map just shows how wide spread the infiltration -"

"Well, I'm sure he's glad that he stopped to help now," Carl muttered as he turned off the television. He listened to enough idiots like that at work. He didn't need it at home, too. He was about to grumble some more when he heard the rumble of the garage door go up and all thought of aliens fled.

He gave the sauce one more stir before his beautiful wife hurried through the door and walked up to him. She didn't say a word before she kissed him. It was her favorite distraction tactic, and his, too, but it didn't really work any more. He enjoyed the kiss for a moment before he asked. "What happened?"

Sandy sighed and looked back at the door to the garage. "Don't be mad."

Those words were always the perfect way to start the weekend. Carl was about to ask about what when Ben came through the door. He was still in his gi – with his new orange belt - and grinning as he finished off an ice cream cone.

"Ice cream?" Carl said with a frown. After what happened yesterday at school? "I thought I was the one who spoiled him."

Sandra had the good grace to look apologetic as she shrugged. "He made a 95 on his history test. I thought he deserved a reward."

"Yeah, I guess he does." Carl grinned at his son. 95? He always knew that Ben could do it if he just tried. "I hope you brought some for me."

"You are on a diet," Sandy said as sternly as she could. Then she sighed. "But I didn't mean the ice cream."

Carl raised an eyebrow and was about to ask when he saw Ben looked over his shoulder and say, "You better have a good movie this time."

And Gwen walked through the door behind him with her own ice cream cone in one hand and a small gym bag in the other. Carl wished that it was a surprise to see her, but it wasn't. "Its a classic. The Princess Bride."

Ben groaned. "No. No way. No princess anything."

It was a good thing his son couldn't see the scowl he was getting. "You know our deal."

Carl waited for his son to start sulking, or go into full insult mode. Instead he looked to the sky and threw up his hand in good natured defeat. "Fine. I'll watch a quarter of it."

"A half. It has a wrestler in it."

Ben blinked and looked over his shoulder at her. "Which one?"

"Andre the Giant."

Ben paused in thought before he nodded. "All right. A half." He looked over at his parents. "Hi, Dad."

"Hi, Uncle Carl," Gwen said with a grin and a wave of her ice cream hand. "We'll be right back."With that the two ran upstairs to get changed.

Carl waved back, but his eyes were on his wife. His very guilty looking wife. "I thought we talked about this?" He loved his niece with all of his heart, but this would be the fourth week in a row she'd come over after karate. At first it had been fun, but it was getting to be a bit much.

"We did," Sandra said as she waved her hands in frustration. "We did. I know we did. I tried to say no, but..."

"But they both gave you the wide-eyed Bambi look?"

"You were right. That is very, very hard to say no to."

"I want you to remember you said that. That I was right."

She put her hand on her hip and he knew that he was going to pay for that remark later. "At least it takes both of them to get me."

"What did Lili say?"

"That she'd be by around ten like always. I think she was expecting it."

Which explained the bag. Definitely a bit much. It would have been nice if Gwen had asked them first, but even if she had, Carl had to admit that something about all of her visits was starting to bother him a little. Maybe it was just the fact that he'd gotten used to the two kids fighting over the years and the change was throwing him off.

"Its our fault, you know." Sandy said. "We've always told him to be nicer to her, and that it wouldn't kill him to spend some time with her."

"Some," Carl said to emphasize the word. "This is way past some. I was already going to talk to him about what happened at school. I guess I'll just add this to the list."

"I know what will take your mind off of it," Sandy said to him as she put her arms around his shoulders again and leaned in to him. "I'll help you set the table." She laughed at his expression and gave him another kiss. It turned into a game, and the two managed to get the table ready and share six good kisses before the kids came running down the stairs.

And that started another ritual. Spot the bruises after karate. It was the only part of the class he hated. Neither of them had managed to break anything yet, thank God, but some of the bruises they'd gotten over the last year were hideous. Today didn't look that bad. Ben had a scrap across his right cheek and a bruise on his arm that was already turning colors, but he wasn't limping or favoring anything.

"Gwen," Sandy said in her worried mom voice.

Carl glanced over at his niece. At first he didn't see anything wrong with her, but it only took a minute for every dad alarm in his head to start going off. She was wearing a sweatshirt and was trying to hide her arms behind her back. And she looked guilty as hell. "It's nothing."

"Gwen," Carl said.

Gwen hung her head and pulled up the sleeve of her left arm. She had a bruise on her upper arm that was almost as nasty as Ben's. "See?" She said as she pulled down the sleeve.

Sandy crossed her arms and glared. "You're other arm."

Gwen let out a guilty little whimper and Ben looked at the floor as she pulled up the other sleeve. There was a bandage hiding under it that went from just above her wrist to her elbow. Carl felt his heart skip a beat. "Did you get that in class?"

"No!" Gwen said in a rush as she pulled the sleeve back down. She only winced a little when it touched the bandage. Tennyson tough. "No. I was baking a snack after school a couple of days ago and I bumped the pan. Sensei had me practicing my kicks on the bags just so I wouldn't hurt my arm."

"You know you have to be more careful with the oven," Sandra said.

"That's what I told her," Ben muttered as he gave his cousin a look. It wasn't mocking, which was strange. It was worried. Which was even stranger.

"It wasn't like I meant to do it, Doofus," she said. The words sounded just as annoyed as ever, but the look she gave Ben was more of an apology than anything. Even stranger.

"Still."

"I know."

Carl had stood there and listened to the whole conversation, but it was like he was only hearing half of what they said to each other. "Just be more careful. You know how your Aunt and I like to worry."

"I will be," Gwen said as she sat down next to Ben in what was quickly becoming her seat and filled her plate.

And now that that was done, Carl turned to his son and said. "Ben, Sandra told me that you aced your history test! Congratulations!"

Ben scrunched down in his seat a little. "It isn't that big of a deal."

Sandy shook her head. "A 95 is too a big deal. We're so proud of you."

"95?" Gwen asked as she turned and grinned at Ben. "Way to go! Why didn't you tell me?"

His parents say something nice and he looked miserable, but for her he looked happy. Of course. Carl guessed that was the way it always was with kids. The rest of the dinner was downright fun, right up until the end, when he knew he couldn't put it off any longer. "Grandpa Max called..."

Ben knew right away. He didn't throw a fit like he used to, but he tightened his hand around his fork until his knuckles went white as he glared at the tablecloth. "He's not coming home this weekend, is he?"

"I'm sorry, Ben."

Gwen looked just as shaken as she turned to her cousin and put her hand on his. "I'm sure its something important."

"That's the problem!" Ben snapped as he turned to her. "We should be..." The angry words died in a strangled noise and both kids froze.

For just one second Carl hated his father for hurting the kids so much. He was about to say something when his wife beat him to it. Sandy got up and hurried around the table to hug them both. "You are important to your Grandfather! Don't think for a second you aren't. I can still remember the way he cried when he saw you both for the first time."

The look of relief on Gwen's face was heartbreaking. "He saw me first, though, Doofus."

"That's why he was crying, Dweeb."

Carl shook his head at the insults. At least they didn't sound like they wanted to kill each other any more when they said them. "He loves you both very much. He's just... busy right now. He said he would be home as soon as he can."

"Yeah, I know," Ben said. He sighed and put down the fork and turned to his cousin. "Wanna play some Sumo Slammers before the movie?"

"You want to hit things, too?" Gwen asked with a grin as she stood up. "Thank you for dinner, Uncle Carl, Aunt Sandra."

Carl took one deep breath and nodded at his wife. Sandy stood up and started collecting the dishes. "Actually, Gwen, honey, could you help me with the dishes? Carl has to talk to Ben about something for just a minute first."

"You do?" Ben asked and hunched up his shoulders. "This is about yesterday, isn't it?"

Carl nodded and stood up. "Lets go talk in the cave." The cave was the workroom he had added onto the back of the garage a few years ago. It had all of his tools and somehow seemed the best place for man to man talks. It must have been the smell of the sawdust.

Ben nodded and hung his head. His mom patted him on the shoulder, but it didn't do much to help. He did look a little better when Gwen did the same thing, though. Carl opened the door for his son as they went into his workroom.

"About yesterday..." Ben started as soon as the door closed.

"I already saw the note your teacher sent home," Carl said.. "You know you could have been suspended."

Ben gave his father and angry and frustrated shrug. "What was I supposed to do? JT and Cash were ganging up on the new kid."

"You can't threaten them."

"I didn't," Ben said with some defiance, but he wouldn't meet his father's eyes. "Ask Mark, he said I didn't."

Yeah, the new kid was really going to rat out the kid who saved him. Carl sighed and thought about how much easier things had been when he was little. At least back then the school worried about who started the fight instead of just suspending everyone. "I know you want to help people, Ben. I've always been proud of that." Carl felt a little better when his son sort of smiled at that. "And I'm not going to tell you that violence is never the answer. We both know that that isn't true, but there are other ways to deal with bullies."

"Not that I've seen."

"Have you tried talking to them? I know that you and JT used to be friends."

Ben shook his head. "He doesn't want to talk."

"You might be surprised. You should at least try before you start fighting." Carl sighed and wondered if any of this was sinking in. "I mean, how long have you been dealing with those two?"

"It seems like forever."

"And has fighting solved anything, or has it just gotten you into trouble?" Ben didn't answer. He didn't look like he even wanted to answer. Maybe it was too close. Carl tried to think of another example and remembered the news. "I was watching the news today. An alien saved some soldiers just outside of town and if he'd stayed to talk for even a minute after he would have saved himself all kinds of trouble."

Ben gave him a confused look. "Trouble?"

Carl nodded. "Yeah, there are people calling him a threat because all he did was fight."

"They are?" Ben asked with a scowl. "But he helped people. Why would they think he was a bad guy?"

"Because some people are afraid of the aliens. Do you think that him beating up more people would help that? Or should he try talking?"

Ben looked surprised at the thought. He even nodded a little. It lasted for almost a good ten seconds before he glanced at his watch and Carl knew that he'd lost him. "I know that you're only twelve, but you're going to have to find another way to deal bullies eventually. It isn't like you can spend your entire life beating up the bad guys. There are other ways to help people."

"I know dad. I'm sorry." He was inching towards the door before he even finished talking. "Gwen's waiting, can I?"

"There was one other thing." Carl said. The fighting thing was easy compared to this. "We weren't planning on seeing Gwen tonight."

Ben winced. "I kinda forgot to tell you. Sorry. I'll remember next time."

"Next time," Carl repeated. He had a feeling next time would be next week if he didn't do something about it now. "I want you to know that I'm very happy that you and Gwen have stopped fighting..."

Ben blinked in confusion. "Yeah?"

"I love Gwen, and I'm glad that you are getting along with your cousin now, " Carl rubbed at the back of his head as he tried to decide how to put this. "but you know that you don't have to hang out with her just to make us happy, right?"

"I'm not." He gave his father a 'dad's gone crazy' look. "Are you feeling okay, Dad?"

"Not really," Carl admitted. "This isn't going the way I wanted. Don't you want to spend some time with your friends?"

Ben squinted a little and said, "I am," very slowly.

The words 'since when' almost slipped out of Carl's mouth, but he realized how ugly they sounded. Though the truth was, except for karate, the two had to be forced to spend time together. Heck, even back during New Years Ben complained the whole day about being trapped in the room with Gwen. Frankly, he expected them both to try to kill each other, or one to run out of the room screaming within ten minutes of Gwen getting there.

They didn't though. Whenever anyone checked in on them it looked like they were having the time of their lives. Well, until the end, anyway. Carl still remembered how they looked when he checked on them that night. He must have interrupted the fight, because they were both still red and wouldn't even look at each other. He would have said something, but it was time for them to go to bed anyway and they didn't make a sound after.

Maybe Ben was feeling guilty over the fight. That would explain why he spent so much time with her now. He thought about asking, but he couldn't think of a way that wouldn't make things worse. So he went the safe route and said, "Well, I'm glad that you think that she's your friend now, but don't you want to spend more time with the guys?"

Ben shrugged. "I see them at school."

"You could have them come over more often."

Ben was getting a familiar and stubborn look on his face as he figured out where this was going. "They were over just last week."

Sandra said that a couple of his friends had come over to play games and they had all left before dinner. "Yeah, but you have Gwen over every week. If you want, I'll take Gwen home and you can call the guys up..."

And that suggestion did not fly. At all. It didn't even get off the runway. "You want me to hang out with my friends. I am. Right now."

"But..."

"Is there something wrong with hanging out with Gwen?"

Not yet, Carl thought, and he was surprised by the thought. He shook his head. "No. No. Just, remember that you have other friends out there." Ben looked at his father and didn't even blink. Carl knew that look. His son was seconds away from an explosion. It was best to wrap this up before things got bad. "Its just another thing to think about, okay?"

Ben nodded once and stormed out of the room.

That did not go well, Carl thought as he followed Ben.

Sandy and Gwen were already done with the dishes and were looking at a fashion magazine together on the kitchen bar. Sandy was leaning on the counter while Gwen sat perched on a stool next to her. They had been laughing, but the smile froze on Gwen's face when Ben yanked open the door. She gave him a wide eyed worried look as he stomped across the kitchen and went by her without saying a word.

Not that she needed one. She turned and glared at Carl, and the hot anger in his niece's eyes stopped him in his tracks. He felt the irrational need to either apologize or explain. Not that she seemed interested in either as she hopped off of the stool, spun around on one foot and sprinted off after Ben. The two took the steps at a full run, and the whole house shook after one of them slammed Ben's bedroom door shut behind them.

Sandy came up and gave him a much needed hug. "No good?"

"Eh. He took the fighting talk well enough, but I think I FUBARed the rest of it."

"Well. It could be worse," his wife pointed out. "He could be hanging out with thugs. Or be getting into fights. Real ones, not like the one he had with those two idiots at school."

Carl nodded. That was true enough. "And I guess she is a good influence. I can't believe he got a 95."

"Well, he did get my brains."

Carl gave her a look, and Sandy grinned back. "I just wish... I don't know. He should be hanging out with other kids. Not just his cousin. How much time did you ever spend with yours?"

"A couple of days in the summer. But it wasn't like we were the same age. Or even lived in the same town. What about you?"

"Gordon is nearly twenty years older than me. He was more like an Uncle than anything. And as for mom's side... They didn't come around much." He thought for a minute as he figured out what had been worrying him. "But none of my cousin's looked like Gwen, either."

Sandy's face turned red and she smacked him. "Carl!"

He shrugged. "She's cute."

"She's going to be beautiful," Sandy corrected.

"Yeah. Yeah, that does not make me feel any better."

"You're being silly. They're cousins. Until a while ago they couldn't even stand each other. You're worrying about nothing." But she looked upstairs and made a little face. "But if her being here bothers you that much I'll drive her home."

Carl stood there for a minute and thought about it. Then he shook his head. "No. No, you're right. I'm being stupid. I'll go apologize to them."

Sandy caught his arm. "Let them watch their movie and cool down a little first."

"Cool down? Did you see the look Gwen gave me?" It was a bad one, and that was before she even knew what had made Ben so mad. Once he told her – and he would, Carl didn't doubt that – he would be in real trouble. "If I wait for them to do that, Gwen won't be over again for a month."

Sandy shrugged. "Well, then that solves one problem, doesn't it?"

So Carl waited. And he was right, it was almost a month before they saw their niece again. They didn't see her, but Ben did. He just went over to her house on Friday nights instead.

And no one said a word about it.


	19. Chapter 19: Title Match

Chapter 19: Title Match

May, 2000

Paul was good. The boy was the tallest in the class and knew how to use his reach. He was strong, too. Ben had seen the boy help the Sensei move two punching bags at once without breaking a sweat.

He was good, but he wasn't fast. Gwen was. She ducked under his arms and swept his legs right out from under him.

"Point. Victory." the Sensei said when Paul hit the ground, and the crowd behind Ben cheered. Well, the Tennyson family, with an assist from Gwen's friend Michelle, cheered while everyone else in the audience politely clapped.

But the Tennyson family was a crowd of its own today. Ben's blue belt was so new that it was still shiny, but he had earned it just in time to take part in the tournament. Today was going to be the first time he got to spar with Gwen officially, and no one in the family wanted to miss that.

Their dads were already calling it, 'the title fight.'

Paul stood with Gwen's help and the two bowed. Sensei walked up to the two and spent a moment talking to both, and then gave them a moment alone.

Paul shook his head and said something that made Gwen laugh. Ben watched her put her hand on his arm, and for just a second he felt sick. And then mad. He didn't understand it, Paul had always been a cool guy, but for just a second he wanted to kick the boy's ass.

Ben shook his head and fought the feeling down to just glare by the time Paul came over. The other four guys who were all kneeling in the line next to Ben all gave Paul encouraging words or high fives as he passed by. If Paul noticed that Ben didn't he didn't seem to mind. He just knelt down next to Ben and shook his head. "Man, she's quick. You aren't going to hold back on her just because she's family, are you?"

"As if," Ben said with a snort as he stood. He'd been looking forward to this since he started last year. He'd surprised Gwen – and himself – by going up the belts so quickly. He knew it was mostly due to Gwen's help. He knew it, but he wasn't about to admit it to her.

She was standing over by a table that was set up away from the sparring mat and was wiping her face with a towel, but her eyes were on him. Not that that was anything unusual, lately she was always watching him. If it was anyone else, it would be creepy. "Good fight," he said as he touched her arm.

"Thanks," she said and grinned at him. Grinned and blushed just a little bit. He didn't remember her being so easy to make blush before. It used to take a really, really good insult or a very, very bad joke, but now it was like all he had to do was talk to her to get her started. It should have taken all of the fun out of it, but somehow it didn't. Instead he just looked at her grin and couldn't help grinning right back.

He did his best to get his mouth back under control and watched as she took a drink from her water bottle. No, he watched her lips and remembered that they tasted like strawberries when he... No. New Years Bad.

Its Gwen, he told himself over and over again. Bossy, know it all Gwen. His cousin. It was beyond sick. He told himself that over and over again every time he was with her lately, but he never listened.

Now he understood why his teachers were always so frustrated with him.

"You wanna wait?" He asked the moment she saw him looking.

She shook her head and ran her hand through her damp hair. "Scared?"

"Please. Get ready to taste mat."

"In your dreams, Freak."

"Dummy."

Ben heard the Sensei sigh behind him and the insults stopped. "Shall we begin?"

Ben nodded to the Sensei and whispered, "Dweeb," to Gwen as he went to get into position.

"Doofus," Gwen whispered back as she dropped the towel and drink back into her bag. A moment later they stood facing each other on the mat.

"Are you ready?"

"Yes, Sensei."

"Each fall is a point. The first to get to three points wins," the old Japanese man said for the umpteenth time that day.

"Yes, Sensei," they said together before they put in their mouth guards. The two bowed to the old man, and then to each other.

"Begin."

They approached each other, both on guard and ready. When Ben had first started sparring he spent his time trying to watch his opponents feet and hands and missed almost everything. It only took him a few times to realize that he had to watch his opponents eyes. After that he did much, much better.

Except against Gwen, because looking into her eyes was almost as distracting as her lips.

Weirdsick.

And then he was on the ground, and his arm hurt from the twist she'd used to flip him over.

"Point."

And his mind was clear. It was amazing. Gwen gave him a look that was mix of confused and disappointed as he got up. "Lucky," he mouthed at her.

She shook her head and mouthed back, "Good." The disappointed look went away.

"Begin."

This time he kept his eye on the ball. He threw a couple of chops at her and saw her tense. She brought her foot up in a high kick that had left his head ringing more than once. It was her favorite kick. One that he was ready for.

Her eyes were huge when he caught her leg and pinned it to his side. She hopped in place for a moment and he could see the next kick coming. He punched out at her and caught her right in the chest. Her arms pinwheeled as she fell back. She almost caught herself when he gave her pinned leg a shove.

"Point."

She gave him a look as he helped her to her feet, but before she let go she gave his hand a tight squeeze.

Top of the world.

"Begin."

This time he lead with a series of kicks at her. High and low. On the last her arms moved, ready to catch his leg in the same hold he'd used on her. So he pulled back. He expected her to pull back too, but she kept her arm swinging at him and her punch caught him right in the stomach. The blow knocked the breath right out of him, and when her high kick came again he couldn't move quick enough to get out of the way, much less catch it.

"Point."

He laid there for a moment to catch his breath and spent the time glaring at her feet. It really would be less embarrassing if she had not paint her toe nails before the tournament, he thought. Somehow pink made everything worse.

She came over to help him up, but he pushed himself to his feet before she could. One more point. No fair.

Ben didn't want much. He just wanted to beat her, just once, in a tournament. That was all he wanted. All he needed. She could beat him every other time as long as he got one. He could hold that one win over her head forever.

Just one.

He saw her grinning at him and knew that she knew what he was thinking. 'Dream on,' she mouthed.

He didn't say a thing. He glared at her and let out a hot breath.

"Begin."

Ben was moving almost before Sensei finished the word. He charged across the mat at her. There were no kicks this time. He was never one for kicking. Instead he threw punches and chops at her as quick as he could.

She either dodged or slapped away each one. He glared at her, but she didn't even look worried. Instead the disappointed look was back. He let out an angry sounding grunt and attacked a little more recklessly. She shook her head and he knew that she was already giving herself the win.

Good.

She took a step back, and didn't even notice it when he wrapped his foot around hers and kicked it out from under her. She slipped backward and fell to the floor, but caught herself on her hands. So he dropped down on her stomach to pin her to the ground while he brought his hand up in a fist.

"Point."

Ben grinned down at her and she glared back. "Get off of me, Doofus," she mumbled through the mouth guard as she slapped his thighs.

He did. He held his hand out for her, but this time she was the one who refused the hand up. They looked at the Sensei, and he gave Ben a very small nod.

Second best day ever.

One more point.

He could do one more point.

Everyone talked about his temper. He had one, sure. But everyone exaggerated his and ignored Gwen's. And he could tell just by looking at her that he'd gotten under her skin.

This time she was the one who barely waited. Her kicks and punches were much more precise than his had been, but he kept backing away so he was barely in her reach. He watched her face get redder and redder. They'd both fought three times before now, but none of their matches had lasted this long, and he had had a break while she hadn't. Her face glistened with sweat and she was breathing hard.

He had her.

He couldn't believe it.

She punched at him, and he slapped it aside. She turned the move into a kick that he ducked. He had her. He twisted around so he could sweep her legs out from under her with his tail and then finish her with a roundhouse kick.

It took him a heartbeat to remember, and the second's confusion as all she needed. He hadn't even turned around all the way when she kicked his legs out from under him. He landed hard.

"Point. Match."

Ben looked up at the ceiling again. It looked exactly the same as it had so many times before. Stupid. Stupid. Stupid. He slapped the mat. He had been so close.

Just one.

He forced himself to his feet and bowed to the Master and Gwen out of habit, but didn't pay any attention to either.

Stupid.

"Benjamin."

Ben jumped, he hadn't even heard the Sensei approach. The happy look he'd gotten before was gone. "You fought well. I had almost thought you'd learned to control your anger. There is no shame in being second best, but there is in acting like a child about it. Apologize."

It took him a moment to catch on. A moment and a glance over at Gwen, who was glaring at him, her expression a mix of hurt and anger and the look killed him. He took a breath and bowed again, "I'm sorry, Gwen, Sensei."

Gwen bowed back, but he could tell that she didn't believe him. He wanted to go over and, well not apologize, not exactly. Or even explain. He didn't know what he wanted say, and before he could figure it out the rest of the family was there.

"Terrific match, Ben," Grandpa Max said as he ruffled Ben's hair right after he'd gotten done saying the same to Gwen. Ben had been so happy to see his Grandpa today. He and Gwen had both worried that something would come up this summer and that they would have to call it off again. He'd been so happy, but now he just wanted the man to go away for a second so he could talk to Gwen. "Thanks Grandpa."

Not that Gwen wanted to talk to him. She gave him one last look before she turned her back on him and went to talk to her friend. To make things worse, Michelle looked over at Ben and just shook her head before she turned away. That was just what he needed.

He knew that Gwen thought that Michelle was cool enough, but Ben never liked her. Every time she saw him she gave him the weirdest looks. Especially if she saw him talking to Gwen. It made his skin itch.

It must have been because of her stupid idea that he was Gwen's... The idea was so dumb that he was itchy right now just thinking about it.

"It's a shame you guys didn't have a referee around when you were seven," Ben's dad said, as always. It was an old joke. Ben pretended to laugh and tried not to think about how easy it would be to bolt for the Rust Bucket, which was waiting just outside for their next summer trip to begin.

Not that that was an option. No, everyone crowded together and made for the exist at the same time. Ben tried very hard not to notice it when his father slipped Gwen's a twenty. Sure, Dad was laughing as he did it, but that didn't make him feel any better.

And then it was time for the goodbyes. "Do you have everything?" His mother asked for the tenth time.

"Yes."

"Clothes, your toothbrush, books..."

"Mom, how many times do I have to say it?" He rolled his eyes. "Its summer, I'm not going to be reading."

"Ben..."

"Gwen has enough books for the both of them, Sandra," Grandpa Max said as he made his way over from the group of Gwen, who was surrounded by her parents and her friend.

"I bet she does," Dad laughed. "Try to remember to call us every now and then, Ben."

"Mom. Dad, knock it off," Ben protested as both of his parents gave him hugs. "People can see us!" Not that they listened. It only took a few more minutes of struggle before he managed to pull himself free. It was a relief to be inside the Rust Bucket again. It was like coming home.

And he was finally alone.

For now. He could see Gwen fighting to get away from her parents, too. She must have had some kind of sixth sense to know that he was watching her, because she turned and looked right at him. She still had the same stomach churning mix of anger and confusion on her face that she'd had after the match.

Just a minute ago he couldn't wait to talk to her, but now he felt stupid enough already. He didn't need her to tell her just how stupid he was. There was only one thing he could do. He grabbed some clothes and hid in the only place of the Rust Bucket he could. He stayed in the bathroom even as he felt the Rust Bucket start to move. He stayed for a good half an hour. He didn't feel any less embarrassed when he finally decided it was safe to leave, but he hoped that Gwen would have gotten over it.

She didn't, of course.

He opened the door and she was was leaning against the pantry door right across the aisle from the bathroom with her arms crossed. She had not even bothered to get changed. "Did you think I would let you win?" She asked as soon as the door was open, and her voice was a confusing mix of angry and hurt and embarrassed and just a little bit guilty.

"What? No." No. That was the last thing he wanted. He couldn't believe that she even thought that. Her letting him win would be way worse than her beating him. When he did win, he wanted bragging rights. Couldn't have that if he cheated. This wasn't like a video game, where if he won by using a cheat code it was her fault for not knowing it, too.

Her expression changed as she finally settled on an emotion. Too bad for him that the one she chose was angry, because she glared at him. "Sure you didn't. That's why you're hiding in the bathroom."

"I wasn't hiding. I wanted to get cleaned up for the trip."

"Since when?"

"I'm not a slob, you know."

She sniffed and asked again, "Since when?" He just kind of shrugged. She ran a hand through her hair and looked away. "So how long are you going to be mad that I beat you?"

"I'm not."

She cocked her head to her side and squinted at him. "Then why were you hiding?"

"Can't you just let it go?" The flat look she gave him was enough of an answer. He sighed. "It was stupid."

"What?"

"At the end of our match, when I – it was stupid."

"When you tried that spin kick?" She nodded as her eyes lit up with confused understanding. "I was ready for it, and you knew it. What were you thinking?" There wasn't any mocking in her voice. Just honest curiosity.

Of course she couldn't be happy with him just admitting that he'd done something stupid. No, she had to make him spell it out. And she had to be nice about it. If she'd been even the slightest bit mocking about the question, he could have stormed away. She had him trapped, so he bit the bullet. "I forgot I didn't have a tail, all right?"

"Well, not since the doctors cut it off," Gwen said as her lips curled into a smile.

"I'm serious. I was going to use it to sweep your feet out from under you and finish with the spin kick. I just lost track of which me I was for a second."

Gwen gave him his least favorite look. Worried on this side of scared. She ran her hand through her hair again and looked down at the one the Omnitrix on his arm. "Maybe..."

He hid the watch behind his back. "It was just a mistake."

"We should tell..."

Ben shook his head. "Its nothing to worry about."

"If it ever is... You'll tell me, right?" He wanted to lie. He used to be able to lie to her. Instead he just nodded. "Promise?"

He rolled his eyes. "Promise."

She nodded and squeezed his arm. Just like that, the tension was gone. "It was a good fight."

"I almost had you."

"No, you didn't."

"So did."

Gwen ran her hand through her hair and bit her lip. "It was close," she allowed with a grin.

A grin that he returned. Damn it. "Next time," he promised. "Next time I'll get you."

"No, you won't," she said in the exact same teasing sing song tone she'd used right before...

And he froze and felt his face burn. They never talked about what had happened at New Years. Ever. Not even by accident. Sometimes he thought he had imagined it. Others that it meant nothing to her. That she thought it had been just a game. But he knew that if she really thought that she would have teased him without mercy for the last five months. Just like he should have been doing. Both of them being quiet was new.

He didn't like the quiet. He missed being able to talk to her about everything. Just the thought of New Years made his eyes go to her lips. He could still taste her lip gloss, still felt her lips on his sometimes. All the time.

It was like going crazy. The only time it felt any better was when he was with her, and karate and heroing wasn't enough. So one Friday after karate he'd invited her over to his house. And she'd grinned. He'd never seen her smile like that.

And hanging out with her, just being in the same room with her as they played games or watched movies, helped. For a while.

So the next week he did the same thing. By the fourth week he didn't even have to ask. She just showed up to karate with a gym bag. And then dad had thrown that weird fit of his about her coming over and Ben had panicked and gotten mad because he thought he wouldn't get to see her anymore.

He'd gotten mad, but it was Gwen that slammed the door.

They both raged for a while after that. When they finally calmed down Gwen invited him over to her house for however many Fridays it took for Dad to get over himself. Thank God Uncle Frank and Aunt Lili were cooler about him being at their house.

They hung out as much as they could, and the whole time Ben waited for things would go back to normal. It didn't. Instead the more time he spent with her, the more he wanted to spend time with her. Once he realized that, he figured that summer would do the trick. That seeing her every day would finally snap him back to normal. He hoped it would anyway, because he was running out of ways to pretend that it was only a game.

But at least he wasn't the only one who was suffering. Or that remembered New Years Eve.

That was if the blush that spread up from the base of her neck until it vanished into her red hair meant anything. She turned away and fumbled at the pile of clothes and towels that she had waiting on the kitchen counter next to her and he never even saw. "I'm going to get ready," she said in a rush as she tried to push passed him.

It lasted until her hand touched his chest, and then they both froze again and they somehow managed to get redder.

And then they spun around each other in something that looked like an odd dance. It was only after she'd closed the door that his mind cleared enough to ask, "Ready for what?" She didn't answer, she didn't make a sound, no matter how many times he asked. So he went up front to ask Grandpa Max.

"I made reservations for dinner tonight," Grandpa Max said as he drove. "I was trying to figure out a good way to start this year's trip. Maybe make up for..." His voice faded for a second. "And Gwen suggested we go out somewhere fancy to celebrate your first karate tournament." He paused and looked over at Ben. "You know you should be proud that you've made it so far. I am. The fact that you are the second best in the class isn't anything to be..."

"I'm not mad at her, Grandpa."

"Good," Grandpa Max said, but there was a bit of doubt in his voice. "Anyway, its a great place, even if we do have to get dressed up. They make some of the best steaks I've ever tasted that weren't home made. I thought your mother was going to tell you. I asked her to make sure that you packed something nice to wear."

"Dressed up?" Ben groaned. He didn't remember Mom saying anything when they were packing last night, but he had been so excited for today that he just sort of nodded while she talked.

Grandpa Max sighed. "Please?"

Ben groaned again and dragged his feet to the bedroom in the back to get changed. They could make him wear fancy pants and a shirt, but that was as far as he was willing to go. He didn't even bother to tuck his shirt in. It looked good enough as far as he was concerned. If some snooty waiter didn't like it, tough. He came out and sank into the kitchen booth to watch some TV while he waited. Grandpa parked the Rust Bucket, then went back and got changed himself. He sat down across for Ben just as Gwen got out of the bathroom and went to the bedroom.

Ben couldn't believe that his Grandfather was wearing an actual tie. From the way he kept playing with it, neither did Grandpa Max.

"We're a bit early, but I'm sure we can get a table," Grandpa Max said as he looked at the clock.

Saying it was early was an understatement. Ben would have just gotten home from school if it was a normal day, but he could hear his stomach growling over the lack of lunch so he wasn't going to complain. This time, anyway.

* * *

This time turned into an hour ago. Ben was banging his his head against the side of the Rust Bucket as he tried to ignore the angry monster his stomach had become. "What's taking her so long?"

"We're going to be late," Grandpa Max said in a mutter as he looked at the clock again.

"And for once it isn't my fault." No one liked the truth, Ben decided when Grandpa Max gave him a look.

"I'm going to check on her," Grandpa said.

Ben made a face. Grandpa Max would waste ten more minutes trying to coax the Dweeb out and he was hungry now. "Leave it to the master." He shoved himself up and ran to the back. Grandpa Max must have been dying of hunger too, because he sat back down. Ben went back and banged on the bedroom door. "Hey, Dweeb! Some of us are starving!"

"I'll be out in a second, Doofus!"

"Ben," Grandpa Max said in warning.

"I've got this, Grandpa," Ben called over his shoulder. He grabbed the knob and gave it a quick shake. As usual, the lock slipped out of place.

"Ben!" Gwen shouted in horror as he slid the door open.

"Its been over an hour, if you aren't dressed yet..." He said as he opened the door and froze. She was dressed, thank God. In a powder blue dress that came down to her knees and left her arms and shoulders bare except for a couple of small straps. She was also standing in front of Grandpa Max's mirror with a small box and a huge pile of crumpled up and stained tissues in front of her. Her mouth moved in silent horror as she stared at him.

He looked at her, and her face looked... wrong. One cheek was redder than the other and her eyes seemed to be different shapes. It took him only a second to see that she'd drawn something black around her eyes, but the two sides didn't match. He asked the first question that popped into his head, the first and most obvious. "Are you putting on makeup?"

"No!" It was her worst lie ever, but at least it broke her out of her shock. She threw something at him that looked like a pencil that clattered off somewhere in the room instead of coming anywhere near him. When he still didn't move she shook her head and stomped her foot as she screamed, "Get out!"

Ben wanted to. He really did, but he froze instead. Even after he heard Grandpa Max shout the same thing as he got up. He couldn't move anything, not even his eyes as he stared at her. Finally he managed to force out the only word that was in his head. "Why?"

She startled like he had slapped her."Why? Why what? Why bother?"

He just nodded.

"Because for once I wanted to look nice." Her face crumpled and her shoulders slumped as she looked at the floor. "I know that you think that that's an impossible task, but just for tonight I wanted to look pretty." She shook her head and shoved the box into the small trashcan sitting next to the dresser. "I know its stupid."

"Yeah," Ben agreed. Her shoulders shook once as she finally looked away. He should stop right there. He should turn and let Grandpa take care of this so they can go and eat. That's what he wanted to do. But he looked at her and couldn't. He rubbed the back of his neck and said, "Yeah, its stupid. Because you always look pretty."

It was true. It was also one of the things he knew without a doubt that he should not ever say or even think. There were a lot of things that fit on that list lately.

Some of the black stuff was running down her cheeks when she looked at him again, but there wasn't any hurt or embarrassment in her eyes anymore. Instead she just sort of blinked and gave him a shy smile.

Ben looked at her and he could hear his heart pounding in his ears as his eyes went to her redder than normal lips. Then he turned and walked away. He had to. He heard Grandpa Max say something as he passed by, but Ben didn't hear the words and had no idea if they were meant for him or Gwen. And then the door slid shut and Ben was alone.

Ben stood in the middle of the aisle and tried to think. The thinking lead him into the bathroom, where for the first time in his life he looked in a mirror to do more than to see if there was something on his face. He looked at himself and saw his messed up hair and his untucked shirt. He looked like he always did. Like he always wanted to.

And it bothered him because it wasn't good enough.

* * *

"So when did the Plumbers teach you how to clean up that mess?" Gwen asked over her shoulder as she opened the bedroom door. Her face was cleaned off and somehow Grandpa Max had her laughing again.

"It wasn't the Plumbers," Grandpa Max said as he followed her. Unlike her, he wasn't smiling at all. "I have a very evil sister."

"Aunt Vera?"

"The devil herself."

"Aunt Vera?" Gwen repeated with a laugh as she turned. And froze. "Ben?"

Ben felt his stomach go to lead as he stood in the aisle in front of her. He felt like an idiot with his hair combed and shirt tucked in. He didn't even know why he was doing it. He tried to say something, anything, but his mouth wouldn't work.

Her eyes locked onto his and there was an odd doubt in her eyes as she rubbed at her bare arms. "Did you mean it? That I look... nice?"

He should say no. He should laugh, run his hand through his hair until he looked like himself again and go back to normal. Instead he nodded.

And she smiled.

And he finally found his voice. "What about me?"

She looked him up and down and cocked her head to the side. "Hideous," she finally said, but her eyes sparkled.

And he smiled back.


	20. Chapter 20: A Sky Full of Stars

Chapter 20: A Sky Full of Stars

June, 2000

Aunt Vera's house had changed over the last two years. She must have decided to give up on tricking the desert, because the soft green lawn Gwen remembered was gone. Now the only green things were a few scraggly bushes that were growing around the house itself. The rest of it was almost all sand.

Sand that had been shaped and raked with thousands of lines that were only a half an inch wide that waved back and forth like water. The quartz in the sand sparkled from the light of the house and the Rust Bucket as a match to the stars above. She opened the door and stepped down as carefully as she could. "Aunt Vera's been busy."

She should have said it louder. She heard Ben open the side door and he jumped out without looking. There was an explosion of sand when he landed. "Ben!"

"What?!" He shouted right back.

"You ruined it!" She shouted and pointed down.

Ben looked down. And then around. She saw him wince. "I can fix it!"

"It's all right, Ben," Aunt Vera said as she came out the front door. Instead of following the path she walked right across the sand without a thought. "I redo it every few days, so there's no harm done."

Gwen got out and ran across the sand as gingerly as she could to give her Aunt a hug. Ben endured one a few seconds later.

"You two have grown," Vera said. "Are you still fighting aliens?"

"No!" Ben said way too quickly. "I mean..."

Gwen wanted to yell at him to be more subtle, but her stammering out, "Only in video games," didn't help much more.

"That's a shame. From what Max said, you two really enjoyed it."

"Quit teasing them, Vera," Grandpa Max said as he came around the Rust Bucket.

"I don't see them much, Max. I have to get my teasing in while I can." The two hugged. "You're late. I didn't think you were going to make it."

"We ran into some road construction on the highway," Max said, and he gave Ben a quick look.

Ben nodded and made a show of fidgeting. "I think I'm going to take a quick walk Grandpa."

"Just hurry back. The show should start soon."

Ben nodded and walked around the Rust Bucket. A second later there was a bright green flash of light, followed by a gust of wind and a blue blur.

"Gwen," Aunt Vera said without even a hint that she'd seen anything unusual, "Why don't you throw a sleeping bag on the picnic table? Then you and Ben will have the best seats in the house."

"You're not going to watch?"

Vera laughed and made a show of shivering. "Its a little too chilly for me tonight. I'll visit with Max and we'll watch through the sliding glass door."

"Go on, Gwen. I'll make you two popcorn," Grandpa added.

And that was how Gwen got stuck lugging the sleeping bag to the back yard. It was heavier than it looked, and Gwen wondered if Ben somehow knew that they would have to be moving things and that was the real reason he took off. Sure, they'd been attacked by aliens during their last visit, but really, what were the odds of that happening twice?

She opened up the sleeping bag and threw it over the top of the picnic table. Gwen hopped up on the table and wriggled back on the thick sleeping bag to get in the best spot to enjoy the show. A couple of moments later Aunt Vera came out with a blanket and Grandpa Max followed with a huge bowl of buttery goodness. It smelled of real butter, not like the microwaved stuff her mother bought.

Gwen swooped it up and quickly checked it for extras. There weren't any, thank God. She wrapped the blanket over her legs and put the warm bowl on her lap. "Thanks, Grandpa, Aunt Vera."

"You two have fun dear," Aunt Vera said as she went back inside. Gwen saw that there were already chairs and a small table waiting next to the glass doors. Aunt Vera disappeared for a moment and then came back with a steaming tea pot and a couple of mugs.

"Give us a call if you need anything," Grandpa said. He looked around with just a little worry. "Ben back yet?"

"N.." Gwen began, but caught herself when she heard the wind howl. "There he is."

XLR8 slowed to a stop as he came around the corner of Aunt Vera's house and flashed back to human just before Aunt Vera could have seen him. He was scowling, and Gwen worried for a second. "Neighborhood's clear, Grandpa."

"You don't have to sound so disappointed, Doofus."

"Thank you, Ben. You two call if you need anything." With that Grandpa Max closed the sliding door.

Gwen waited for Ben to come up and join her, but he just leaned against the table and kicked at a stone that had rolled onto the tile patio. She watched it skip off into the sand. Gwen should have rolled her eyes at that, but instead she watched him and chewed at her lip. He'd been so quiet for the last few days, and he was never quiet. The last night he had been normal was the first night of summer. Well, normal for him. More normal than her, anyway, at least that night.

She never should have listened to Michelle, never should have told her to begin with.

* * *

"Come on out, Gwen, you've got to see this!" Michelle said through the changing room door.

Gwen looked at herself in the mirror and adjusted the spaghetti straps of the dress she was trying on before she opened the door. Michelle was spinning back and forth in front of a mirror in a light purple dress that was covered in green glittering stones and ruffles. Gwen took one look and burst out laughing. "Burn it, burn it now!"

"I know, its hideous! There's no way you could find anything as bad as this!" She took one last spin before she stopped and looked at Gwen. When she did, she sighed. "You were supposed to find something ugly! You came up with the game, don't tell me you forgot the rules."

"I know. I didn't," Gwen said as she stood next her friend in the mirror. "I just saw it and..."

"It does look good on you,and I'm glad to see you're finally willing to admit that you have shoulders instead of hiding them," Michelle said as she walked around Gwen, "but we are supposed to be unwinding after finals. Shopping isn't relaxing. Shopping is important. At least, that's what you said."

"I know, I know."

Michelle pushed her camera into Gwen's hands and struck a pose. "So take my picture and I'll find something horrible for you to put on."

Gwen took the picture and winced at the flash, "I think all the glitter just made me blind."

"Good! That will make what I find more of a surprise," she said as she took the camera back and started shooing Gwen back into the changing room. "Now, get changed and I'll be right..."

Gwen shook her head and looked down at the powder blue dress she was wearing. "I think I'm going to buy it."

"You are?" Michelle said and stopped. "Why? There isn't another school dance coming up is there? Those things are beyond awkward and I need more than a couple of days notice to get..."

"No, nothing school related, " Gwen said to cut off her friend's rant. She chewed on her lip for a second, she knew that Michelle always got twitchy whenever she mentioned Ben – actually twitchy. Her eye twitched. It was weird – but she had to tell somebody. "Ben's first karate tournament is next week and I've already talked Grandpa into taking us to a fancy restaurant to celebrate."

"You want to take him out to dinner?" Michelle asked and stared as her face went still. "And you want to get dressed up for it?"

"Well, Grandpa would be the one taking us," Gwen said as she looked away. She reached up and started worrying at the strap of her dress. "It was just an idea."

"Why?"

It was the flat why that made Gwen squirm. "The tournament is a big deal. He worked so hard to be in it. I just want to do something..."

"Even if he wins?"

Gwen laughed. "He won't win."

"But if he did, if he won. Would you still want to do this whole dinner thing?"

Gwen thought for just a second before she nodded. "Yeah. I want him to know that I'm proud of him. Even if he wins. Which he won't."

Michelle nodded and opened her mouth, and then closed it again. She held up a finger before she spun around and went to the nearest clothes rack. She grabbed up as many of the blouses as she could, shoved her face into the pile and screamed.

Gwen jumped in shock and blushed as she felt all the eyes of everyone in the store on them. "Michelle? What are you...?"

And Michelle screamed again. She looked like she was about to kick the clothes stand before she dropped the blouses and took a deep breath. She let it out by muttering "Crazy, crazy, crazy, crazy, crazy," under her breath.

Each time she said the word, it tasted just a little different to Gwen. Well, not a taste, really. It was just how the translators in her brain told her that they were doing their job. She never noticed the feeling until Grandpa told her about it, but now she couldn't figure out how she ever missed it. She couldn't tell the tastes apart well enough yet to know which languages her friend was using, not yet, but she knew that Michelle was calling her crazy in five different ones. A new record.

She hated it when she set a new record. Gwen felt her face heat up as she hurried over to the dressing room. "Just forget it. I know that it was a stupid - "

"Oh, no you don't, Crazy Girl," Michelle said as she caught the door before Gwen could shut it and shoved her way in to pull her into a hug. Gwen just squeaked in surprise. And squeaked again when her friend pulled away and looked her over again. She fiddled with the straps of Gwen's dress for a second, and turned Gwen this way and that before she finally stopped and nodded. "The dress is a definite start, but if you're sure you want to do this, I'm going to make sure that you do it right. Now, come on." She grabbed Gwen by the hand and dragged her out of the dressing room and across the sales floor.

"Michelle! What's wrong with you! Everyone's looking!" Gwen protested, not that Michelle ever cared about that. Gwen wished she had found the invisibility spell that her spell book mentioned as she tried to dig into her heels. Michelle just turned and grabbed Gwen's hand with both of hers to drag her forward. Gwen's eyes went wide when she saw were she was being dragged to. The make up counter. "Why are we going - ? I don't need..."

"You want the night to be special, don't you?"

Gwen swallowed hard and nodded.

"And for your cou-" the twitch came back, but the smile didn't falter "-for Ben to notice you more than he already does, right?"

"Wh- what are you talking about? I don't care if the Dweeb – which he doesn't - " She knew she was stuttering, she hated that she was stuttering, but she couldn't stop.

"All the time. You might not see it, but I do. And you should see his face when he realizes that I do," Michelle grinned, "This will make it so obvious that even you'll see it. And he won't be able to take his eyes off of you. I promise."

Gwen shook her head. "I would – he doesn't. And I don't want him to. I mean, eww." She knew that Ben was always looking her way, but she never saw him looking at her like Michelle seemed to think. Not the way he had on New Years. Just thinking about how he looked at her that night made her feel weird. Good weird. Even more than the kiss.

She still didn't know if he ever thought about New Years, but she did. All the time. It was only their Friday nights together that kept her from becoming a complete wreck. That and the thought that they would have all summer together.

"Don't even pretend. Especially not in that dress. So don't even. God, you are going to make me even crazier than you." Michelle let out a manic little giggle as she dragged Gwen up to the woman who was standing behind the make up counter and trying very hard to hide her laugh behind her hand. "Hi. My friend, Crazy, here is about to do something crazy. Can you help her?"

* * *

The woman did, even if it took her a while to stop laughing at the two of them. She picked out the colors for Gwen and showed her how to put them on three times. And then Michelle had her do it again when they got back to her house. And she looked amazing there. But it had been easy in the store and her friend's bedroom. The room didn't shake there, and neither did Gwen's hands. At first just from excitement, and then in horror as she kept getting it wrong. And then Ben opened the door and...

Michelle had been right, he couldn't take his eyes off of her. Thank God he had gotten over his fear of clowns. She expected him to laugh, or to run, and didn't know which would have hurt worse.

She never thought he would look at that mess and tell her that she was pretty.

Or that he could look so handsome when she saw him waiting for her outside the door. In the end, she was the one who couldn't keep her eyes off of him. She'd been so distracted that she could barely form words during dinner.

The days that followed were a little... weird. The last time she'd been so aware of the fact that Ben was sleeping right above her was during their prank war. That was also the last time that he'd gone this long without speaking to... well, anyone. He would talk to anyone if someone talked to him, went with them to see all of the sights, and was normal during the few times they had had to go hero time, but besides that he was quiet. Which was so not Ben.

Gwen let him get away with it until now, even as it tore at her stomach, but being quiet wasn't her either. And neither was hiding from Ben. If he wouldn't talk, she would have to make him. She had tried to figure out what was bothering him, but she wasn't brave enough to ask about the most obvious problem. So she went with the second. "I know things have been quiet on the hero front so far this summer, Doofus, but I'm sure we'll see more soon. Its only been a few days after all."

"Yeah," he said and blew out a breath. "Yeah, I guess. But our first summer was more..."

"Dangerous? Terrifying?"

He grinned, and she felt a little better. "Exciting? Action packed?"

She nodded. "More. A little too much more. Sometimes."

Ben shrugged at that, but he didn't disagree. A moment later he pushed himself up onto the table and wiggled over to sit next to her. "Don't hog the popcorn."

"Mine." She said, but she didn't stop him from grabbing a piece. "Its only been a few days, are you really that bored?"

"No, I just wish..." he said before he stopped himself. He stared at the popcorn kernel and tossed it back and forth in his hands. "No, its not that."

Gwen looked away and tried to fight down the worry. Her mind raced as she tried to think of something else. "You're not still worried about Grandpa, are you?" They'd finally gotten Grandpa to tell them the truth about what he'd been doing for the last year, about the aliens he'd been dealing with and it wasn't what they had expected.

Ben made a face. "He was right, we were better off staying in school. And I can't believe I just said that."

"I don't know, I thought they sounded cute." Even with the whole eating everything in sight thing, the aliens sounded cute. At least they were the way Grandpa Max described them. Fuzzy footballs that cooed when you pet them. Gwen wished she could have seen one. Except that Grandpa Max said that they were born pregnant, so where ever you had one, an hour later you had two, and then four and then you end up spending most of the year going to farm to farm trying to clean up the mess and there were always more somewhere else just when you thought you were done.

No wonder he looked so tired.

Ben made a face and shivered as he repeated, "Cute?"

"Kind of," Gwen said. "But we've had excitement. There were those bank robbers yesterday."

"They weren't anything big. We've taken on worse back home."

"Ben!" she said and glanced over at the sliding glass door. The lights inside were off, so all she was was her reflection. They'd never told Grandpa Max that they went out heroing on their own, and he never said anything. Not that there hadn't been close calls. She still couldn't believe that Ben had ended up on television. Thank God Grandpa hadn't seen that. Still, if he heard them...

Ben gave the window a worried glance, but no one came storming out. "Sorry. Still, they weren't."

"They had laser guns!"

Ben shrugged.

"Bank robbers with alien guns!"

* * *

"Plasma lances?" Vera asked. Her usual smile was gone, wiped away by a worried frown. "Those are Class 5 tech."

"I know."

"They're illegal on Earth. Has anyone told the Galactic Enforcers yet?"

"No."

"How did a bunch of bank robbers get their hands on plasma lances?"

"They bought them." Vera gave her brother a look and Max just shrugged. "With money they stole at the beginning of their spree. Apparently they were robbing banks hoping for a big enough score to buy more."

"They bought them with money? Our money?"

"That's what the gang leader said. I don't think he was lying. Heatblast is very... intense."

"Why would aliens want our money? Its not worth anything off planet."

"I know."

"Did he say who, or what sold them?"

"They said the guy the middleman was a human teenager. Or something that looked like a human teenager, but they were the same kind of weapons our mystery aliens use."

Vera took a sip of her tea as she looked out the door. He knew she wasn't looking at the stars. "Have you told them yet?"

"Should be a good show tonight." He saw Gwen point at something in the sky. He wondered if she remembered him teaching her the constellations. He'd tried with Ben, but it just went in one ear and out the other. He saw Ben laugh at whatever she said. Then he shook his hand at her and pointed up to a different spot in the sky entirely.

"Max."

Max let out a sigh and played with his cup as the tea warmed his hands. "No."

Neither of them were pretending to be watching the sky now. "Why not?"

"What am I supposed to tell them?"

"The truth."

"The truth? The truth is that the mystery aliens that took out Fort Tesla are out there selling weapons, either Hex or Charmcaster is running around with some monster that they pulled out of another dimension, and one of them, or both, or some third group just killed two more Plumbers. The truth is I don't want them anywhere near this."

Vera looked away and slumped down in her chair. "Who?"

"Wheels and Armstrong." How did they get Wheels and Armstrong? They were good. In a few more years they would have been great. Just a few more years...

They were so young. They were just kids.

They had kids. He never even knew until he read the report. Wheels had a boy and a girl and Armstrong had a son.

They had their whole lives in front of them.

Vera let out a long shuddering breath. "They should know. They can help. They want to help. Tell them."

Jim had been screaming the same thing, and Vera got the same answer. "No. They don't need to help. I never should have let them to begin with."

"Max."

He shook his head. He hated when she said his name like that. Like he should know better. He couldn't look at her anymore, so he looked at Ben and Gwen. "You didn't see them when we ran into the bank robbers yesterday. They weren't kids anymore."

As they watched Ben threw a piece of popcorn kernel into the air and moved to catch it in his mouth, only to have it land on a bright purple disc instead. Vera arched an eyebrow at that. Gwen's hand darted up to grab it. Ben tried to catch her, but she was quicker. She shoved the piece in her mouth and made a show of eating it.

They heard her squeal of laughter even through the glass as Ben grabbed a handful of popcorn out of the bowl and threw it at her.

"Really?"

Max smiled, just a little. "This is what they should be like all the time. Not..."

"Spit it out, Max."

"I've made them into weapons. My grandchildren were ten years old and I made them into weapons."

His mother had told him once that it was best to have something to drink nearby whenever you had to talk to somebody, because it gave you something to do while you try to think of what to say. He thought that that was the real reason that his sister had wanted tea tonight. She took a very, very long sip from her cup, and then poured herself another before she finally said. "You didn't start worrying about this last week."

"No," Max admitted. It had started a year ago, after their fight with Animo and his conversation with Wes. He'd been so righteous then. He condemned the Plumbers for doing something he had already done. "But it didn't start soon enough. You haven't see them in a fight. Its like they can read each others minds..."

"Can they?"

"No. I did the tests."

She let out a relieved sigh. "They practice. They are both taking martial arts."

"You don't get as good as they are just by practicing." He seen the police reports around Bellwood and heard the rumors that could only lead to two people. Rumors and a certain news tape. He wanted them out of the fight, but he couldn't think of any way to stop them.

"They weren't just going to sit around, Max. They have too much of their Grandfather in them."

"I know." Max admitted with a nod. "It's my fault. I was selfish. I saw the chance to relive the old days and jumped into it. The fact that I got to share it with them was... It was a chance to make up for what I missed with my kids. To prove that I was doing something important. I never even thought about what it would do to them."

Vera took another drink as she watched kids throw handfuls of popcorn back and forth at each other and squeal with laughter. "They look horribly abused."

"They have nightmares," Max said, his voice haunted. It broke his heart every time he heard one of them cry out in the night. Ben had had the other night. Max had always been a light sleeper, not like his grandchildren. Usually they could sleep through an artillery strike, but by the time he'd gotten out of bed to check Gwen had already pulled herself up into Ben's bunk. She had curled up next to him and held his hand as she whispered nothing words to him until the nightmare passed.

She never even knew that Max was there. She never did. Just like she didn't know about all the times he'd caught Ben doing the same thing for her over the years. Max knew he should have said something instead of just standing there, but... But it always felt like he would be intruding. That it was something special.

And that feeling kept getting stronger ever since... "I hear them sometimes. They should be safe at home living a normal life."

He loved his sister. And after 60 years he knew all of her little tells. When he heard her take a deep breath he braced himself. It wasn't enough.

"It's too late for that, Max. It was too late the second Ben picked up the Omnitrix."

Max couldn't say anything to that for a long time. He couldn't even find a way to take the thing off without hurting Ben. There had to be a way. The man who made the thing must have known. If only he had ignored Tetrax and gone with them two years ago. But he hadn't, and there was nothing he could do now.

And even if he did, he wasn't sure if it was a good idea. Ben was already being talked about, and that was just as dangerous. Ben was in danger if he took the watch off or if he left it on. No matter what Max did, he couldn't find a way to protect his grandson. "Then I should have done more to keep Gwen out of it."

"Like what? Sent her home? Do you really think you would have done her a favor? To start with, she already thinks Ben is your favorite."

Max actually laughed at that. He was a bad father, he knew that, but not even his sons would say he was an unfair one. "That's ridiculous."

"Is it? Does she even know that you were going to invite her when you took Ben on your first summer trip together?"

"No." She never asked and he never wanted to tell her that her mother had refused to let her come because she thought Gwen was too young, if only to spare them both the fight.

"If you had sent her home after Ben picked up that watch all she would have thought was that she wasn't special enough for your attention."

And Max knew it was true. Still, he could have lived with her hating him if - "She would have been better off."

"Physically safer, maybe. For a while, but mentally? Do you really think that you would be doing her any favors by making her think that her Grandfather was just one more person that didn't want to be around her? For God's sake, Max, she's lonely enough already. They both are."

That was another thing that was his fault. "I know that its hard for them to talk to people when they have to hide so much of their lives."

"You know that better than anyone in the family," Vera said. Max heard the reproach in her voice. He knew that his sister never understood why he worked so hard to keep his family out of his real life, but he never wanted his sons caught up in all of this madness. He should have remembered that. "But that isn't what I mean."

Max looked at his two Grandchildren. He always wanted to think the best of them, but... "I know Ben has trouble making friends. Sure, he can talk to anyone, but... He's too impulsive. He gets bored with people after a while if they can't keep up."

"And Gwen is a lovely girl," Vera said. "But she can be a bossy thing. And she's far too clever for her own good."

That was certainly true. "That doesn't mean that she's lonely."

"You're so clueless sometimes, Max. She has karate, does the worst jobs in a half a dozen school clubs, and whatever free time she has she uses to make up charts to make sure she doesn't have any free time."

"She's stopped doing that." He knew the charts. He used to have small panic attacks whenever he saw the charts. He had been very happy when Gwen had finally outgrown that little obsession. "Besides, that was something she picked up from her mother."

"Do you really think it was all Lili? Or that her mother could force her to do something she didn't want to do? If that was true, she would be in ballet instead of karate. Gwen was lonely, and that was how she dealt with it. I could tell that much from her letters."

"How?"

"She wrote about her latest activities, and there was ALWAYS something new, and what her parents did, and what you did," Vera's eyes glittered at that, "she was better at letting me know what you were up to than you ever were. But she never mentioned friends."

Max chewed on that, and as he did he watched Gwen picked up the bowl of popcorn and dumped it on Ben's head. The look on Ben's face just before the popcorn poured out over him made Max burst out laughing. He started to stand, "I better make more popcorn."

His sister reached out and caught his arm. "They're having fun, Max. Leave them be."

Max sat back down and thought about what his sister said. Finally he just shook his head. "She has friends. They both do. I know. I've been to their birthday parties."

Vera didn't even look at him. She just sipped her tea.

Max sighed. He had been to their parties. Everyone in their classes came to them, but now that he thought about it he didn't remember ever seeing either of them talking to any of the other kids for more then a few minutes. This year the kids had decided to have a joint party, which was an idea that both sets of parents were more than happy to go along with. There were over 40 kids there, playing games, eating cake and having fun, but not a single one of them noticed that Ben and Gwen had snuck off some time in the middle of the party.

Max only did when had to go looking for them for cake. When he couldn't find them at first he thought that they had run off for what they called 'hero time,' but then he had found the two of them and three other kids locked up in Gwen's room and playing video games. He would have said something, but it looked like they were having the most fun of anyone there.

He watched the two of them as Ben took the bowl off of his head."She writes about friends now?"

"One or two."

* * *

Ben glared at the inside of the bowl. It was past time to break out the big guns he thought as he reached for the Omnitrix.

"Okay, okay! I give!" Gwen laughed. Ben lifted up the edge of the bowl with a finger and gave her a very doubting stare. "If you tell me why you're so crabby lately," she added.

Ben pulled the bowl off of his head and brushed what was left from his hair. "I am not."

"You so are." She said as she reached over and started picking off the popcorn that was stuck to his shirt and eating it. "And you've been getting crabbier."

Ben sighed and fidgeted. "I've just been thinking."

"You?" He grabbed a loose kernel off of the table and threw it at her. He wanted to cheer when it hit her right on the tip of her nose and she went cross eyed. She blinked and wiped the bit of butter that stuck to her skin off with the sleeve of her shirt. "Sorry. About what?"

Honestly, he had no idea where to start. He crossed his legs and looked at the ground for a minute. He couldn't believe that he missed all the little patterns his Aunt had drawn into the sand. Finally he sighed and figured out the safest thing. He reached over and tapped the Omnitrix. "About this."

"The watch?" She looked relieved for some reason as she said that. "Why?"

"All of my life I've wanted to help people. I used to think about becoming a police man, or the Kangaroo Commando."

"I know that here haven't been very man bad guys lately," he felt her hand on his and she squeezed. "but you've done it. You're a hero. You're going to be Mr. Hero of Heroes."

"Yeah," he said, but the thought of being Ben 10,000 didn't make him any happier.

"Is that what's been bothering you? That we've stopped all the bad guys?"

"Yes. No." He shook his head and rubbed at his temple with his free hand. He could almost taste the words, but they were all muddled now that he actually wanted to say them. "I've just been thinking. I want to help, but... But is this what you want? Beating up the bad guys all of the time?"

"That's what heroes do," she said, then she grimaced just a little as she added, "and sidekicks."

He made a face and waved that away."You've always been a hero." Her smile was so big that he just wanted to smack the old him for ever telling her that she wasn't. "Its just - I've been thinking..."

"There will always be someone else to help, Ben."

"Yeah, I know," He shook his head and looked down at the Omnitrix, "but I've been thinking about what Azmuth said. That the watch wasn't made to be a weapon. That he built it to help people talk to each other."

"He did?" Gwen asked, and she sounded surprised. "You never told me that."

Ben shrugged. Honestly at the time it sounded stupid to him, so he never brought it up. Now, though...

Now, he didn't know what made him start worrying about all of this, about the future, about the Omnitrix, but he couldn't shake the feeling that there was something more, something he was missing. He couldn't figure out what it was, but he was glad that Gwen was here with him. And that he was finally telling her. That's what made him keep going.

"I think that that's what I want to do. I want to go out there and learn about all of the guys in this thing. Go and talk to them. Maybe help them talk to each other. Maybe that would help more than just fighting." He shrugged and looked up. "And who knows, maybe we would even get to see something cool as we did it. We can't beat up the bad guys forever. "

He didn't look at her at all as he talked. If he did, he knew he would stop. And she didn't say a word, she didn't even make a sound. He saw her pull her knees to her chest from out of the corner of his eye, but she still didn't say anything. Not for a long while. And then she just asked, "When?"

Now. Right now. It felt like someone was standing on his chest, but he managed to say,"When I grow up, I guess. In a few years."

She nodded. "My mother wants me to be a doctor, or a lawyer, or a politician when I grow up."

Aunt Lili had all sorts of plans. Everyone knew that. "What about you?"

"Ever since this thing fell out of they sky," she reached over and he felt her tap the Omnitrix, "ever since, I've wondered what was out there. We've heard so much that I..." The words stopped and looked up. "There is so much out there to see, to learn."

"Yeah?"

"I don't want to stop helping people, I love helping people but..." She took a deep breath and rubbed her legs through her blanket. "Did you want to go by yourself?"

No. It never even crossed his mind.

"Well, you can come if you want," Ben said and finally let himself breath, and look at her. She was resting her head on her knees and watching him. He reached over to take her hand and gave it a squeeze. He saw her shiver and watched as goosebumps raced up her arms and neck, "but they probably have leash laws for humans."

She lifted her head off of her knees and glared at him as her face went red. He waited for her to start screaming and didn't even try to hide his smirk, but she didn't. Instead she calmed down and smiled right back. So he shrugged and laid back on the table. He didn't get her with that one, but he would with the next.

She untangled the blanket from around her legs and spread it out over both of them as the night air started to get cold. He waited for her to lie back, but she didn't. She just kept looking at him until he remembered to stretch his arm out for her. It was an old habit now. The first time had been during some movie back when it was still snowing. He had yawned and stretched his arms out and she'd accidentally laid back on it. At first they'd both been surprised, but...

As always, she made a soft noise as she laid her head in his arm and looked up. The sky glowed above them as thousands of stars shined down. "There are so many," Gwen murmured.

"It could take a while."

"Just a little." She looked at the stars one last time before she rolled over onto her side and put her hand on his chest. "Where do you want to start?"

Ben stared into her eyes, and he felt the same crazy urge in the back of head that had caused so much trouble at New Years. And he knew that if he gave into it again...

If he gave into it again he wouldn't be able to pretend it was a game anymore. That things were going to go back to normal. They weren't. He figured that out the night summer had started. And he was almost okay with that. He almost gave in, but they weren't alone. He knew that Grandpa and Aunt Vera weren't paying any attention to them, but still. So he forced himself to look away. He stared up and pretended to be looking at the stars until the urge - it didn't go away. It never went away, but it receded down to a dull roar in the back of his head. Finally he pointed up with his free hand at a random star. "That one. The red one."

As he pointed the first meteor of the night flashed by. Or at least the first meteor he had seen. He glanced over and saw Gwen close her eyes. When she opened them a moment later she looked at him and asked in a whisper, "Did you make a wish?"

"Yeah."

"For what?"

And he couldn't help himself. "That you were housebroken."

* * *

"I never thought that they would be friends," Max admitted as he watched Gwen bolt upright with a shriek of outrage that even the glass couldn't stop.

"So you decided to stick them in an RV together for three months and drive around with them? I always knew that you were crazy. I told Mother that the day she brought you home."

"I was just hoping that they would learn how to be in the same room without fighting." Ben caught Gwen's hands and must have said something, because just like that she was laughing and the fight was over again. Sometimes their mood swings gave him whiplash. "It was touch and go for a while."

"They're good for each other. I'm glad that they've finally realized that."

"Good for each other," Max echoed as a worry itched at him as he watched Gwen lie back on the picnic table.

"Of course they are" She sighed. "Are you going to tell me what's really bothering you?"

"Nothing is..."

"Max. I know that you aren't here to watch the meteor shower. What kind of sister would I be if I didn't? Just say it."

If he said it, it would be real. He didn't want it to be real. "Gwen's wearing make up now."

"Time flies."

"And Ben is actually taking showers. And brushing his hair."

"I always thought that we were off by a decade when we translated the Mayan calender."

"I'm serious."

"I know."

"What if..." He paused as he thought back to the almost debacle a few days ago at the start of their summer. Of him finding Gwen with her face a mess of make up. She never told him why she wanted to wear it to begin with except that she wanted the dinner to be special.

Max thought of Ben, standing in the hallway as he waited for Gwen to come out with his hair combed and shirt tucked in. Max looked at them both then, all dressed up, and for the first time ever, he saw the man and woman his grandchildren would grow up to be and it left him speechless. He had had to excuse himself for a minute, but he when he came back neither had moved. He didn't even think either had even noticed him leave.

Because Ben and Gwen were still staring at each other, staring and smiling. Ben's nervous, Gwen's shy.

They weren't looks that cousins were supposed to share.

He'd seen them scream at each other, ignore each other, laugh together and be so scared that they could barely move, but he'd never seen them so nervous that they fumbled for words like he had at dinner that night.

Or have them look at him like they kept forgetting that he was there.

He kept telling himself that they were too young, that he was imagining what he saw. That they spent so much time together that they saw each other as brother and sister. He told himself that even as he watched them. They still fought, they still insulted each other, only now...

Only now Ben was letting Gwen use his arm as a pillow, and Gwen was cuddled up against Ben while they watched the stars.

If he said the words, it would be real, and he would have to do something. The only thing he could think of was to take them home and tell their parents. To separate them. And he didn't know if he could do that to them. Or if he even should.

As always, his older sister was ahead of him, even if she did say so in her own unique way. "I have a mud monster for a grand-daughter-in-law." Her tone was only a little bitter.

"I remember," Max said. It would be a long time before he forgot the sight of the two families - Plumber and Sludgepuppy – finally agreeing on something. That their children were destroying their lives for something that wouldn't last.

It was also the day he caught Gwen and Ben dancing. For so long he'd thought it was something funny and cute, but now he wondered. Did this start that far back? Has he been that clueless for that long?

"Joel was hurt that you didn't come to his wedding."

"After all the things her parents did, I couldn't..." Vera's voice was tight, first from anger. Then with tears. She hid her eyes behind her hand to keep her brother from seeing them. When she finally brought her hand down she looked as composed as ever. "I still should have gone. I made a mistake."

Max nodded. He'd thought so at the time, and had said so, but he knew that saying it again wouldn't do anything to help.

"Are you afraid that he will hurt her? Or her him?"

"Never." That wasn't what he was worried about. Not really. Even at their worst, he had never worried about that.

Vera nodded and poured some more tea. "I can't tell you what to do, Max. And if I did, I know you well enough to know that you wouldn't listen. You have to do what you think is right. Just make sure it is. For their sakes." Vera paused and took a drink from her tea as she watched the first meteor streaked through the sky. "It looks like the show is starting."

They didn't say anything else after that. They just sat there as the sky filled with falling stars.

Max watched. Most were gone in a blink. Some lasted longer. He had always thought that they were beautiful.

Tonight they only made him sad.

He saw Ben point at one from the corner of his eye. He didn't think anything of it until he heard Gwen scream and wave at him through the glass. Max stood and hurried to the glass. He turned to follow Ben's point and saw one of the falling lights slow to a stop just over a glow on the horizon. Over Phoenix, he realized with a shock.

Another light flew down from the still slowing meteor and an explosion lit the sky.


	21. Chapter 21: The Vengeance of Vilgax

Chapter 21: The Vengeance of Vilgax

"Did you want to go by yourself?"

Gwen's heart pounded in her ears as she asked that. They had never talked about the future before, not really. Not beyond their plans for next Friday or where they wanted to go during the summer, except for some vague talk about college.

Vague talk on his part. She already had her preferred college picked out and two back ups. Even if there was something she would rather do there was no sense in letting this stuff wait.

They didn't talk about the future, but she thought about it. She never told him before now about wanting to go to all of the alien worlds. She didn't because she knew that he would always be a hero, and that he couldn't do it alone. He was a Doofus, after all. He needed her help, and she never wanted him to think that helping him somehow kept her from doing what she wanted.

As if.

Besides, she was sure that heroing would take them into space again eventually.

To find out that he wanted to go, too.

Her stomach clenched as she searched his eyes. A part of her waited for him to say no. Even after all that had happened between them, a part of her still waited for him to say no. To say no and laugh and ask her why she thought he would ever want to spend time with a Dweeb like her.

Instead his face glowed with a relieved grin. She barely heard the insult that followed. She just heard the 'of course' that was hidden inside it. She pretended that she was upset – well, she might have been, for just a second. She'll show him leash laws – but that's all it was. An act. A last chance to pretend that things were still normal.

As if normal had been a part of their lives at all for the last two years. As if it was normal to spend their free time fighting aliens and monsters and criminals. As if it was normal for a couple of kids to have magic powers and an alien watch.

As if it was normal for her to shiver just because someone touched her hand. As if it was normal for cousins to hold hands like this while they were looking up at the stars. Or kiss on New Years. Or go on dates.

They'd gone on a date, she finally admitted to herself. Grandpa was there, she kind of remembered seeing him when she wasn't staring at Ben and trying to think of something to say because every time she looked at him her mind went blank, but that didn't change anything. He'd dressed up for her, and her for him. She didn't know what else it could be.

Her first date. Her first kiss. He was hogging all the important moments. She always knew that the jerk was selfish, but she had no idea just how much.

For once, though, she didn't really mind.

And now they were planning a future.

No. Normal was gone.

Everything seemed more intense now. The feel of the picnic table under her back, his arm under her head - it was just the right shape to be a good pillow and so warm - and the stars. It was like she was just seeing the sky for the very first time as she stared at the thousands of stars that shined down. "There are so many."

She saw him nod, "It will take a while." He said, and she could hear the out that he was offering her. There was still a chance to change her mind.

No.

"Just a little." She wondered if he knew how big the galaxy actually was. Or how long it would take to visit ten thousand worlds. Probably. No matter what she said, she knew he wasn't stupid. Just reckless and impulsive. And completely uncaring about school.

Which was fine. Because he had her to balance that out. And to smack him when he had a test coming up. Smack him and explain things to him in a way he actually got.

But even if he didn't know how long it would take, she did.

And she knew how to use the time. She had once stayed up all night with a dictionary just trying to find the word that described how he fit into her life. There were so many that came close, but none exactly worked. Doofus was the first on one list, of course, followed by annoyance, exasperation, freak, slacker, pest, cousin. They all came so close. And so did hero, friend, inspiration, and family.

She found other words in the book, words that made her blush to think about and in no way was she ever going to write any of them down anywhere because that was exactly what her mom would find if she ever came snooping, but they didn't fit either.

There was another word, but she knew it wasn't right. She knew it even if she did spend a good hour looking at it. She was only twelve and for all she knew, this could all be gone tomorrow with a change of hormones. She'd seen it often enough in school. Kids who were strangers, and then all over each other, and then strangers again.

But if it was hormones...

It didn't feel like hormones. She hoped it wasn't.

But even if it wasn't, she knew it couldn't be that word. Not yet.

She didn't know what Ben was to her. She never found the word that matched, but she had only spent one night looking. The time it would take to see all those worlds might just be enough to figure it out. And if it wasn't...

Well, Azmuth was bound to have missed a few aliens when he was putting the watch together. They would just have to go looking for them, too. She was never one for leaving a job half done. Unless it was the dishes.

She nodded to herself. It was a good plan. "Where do you want to start?" She knew that he would be looking at her now with the exact same look he had back at New Years. The look she'd kept her awake for so many nights.

Just like she knew that if Grandpa and Aunt Vera weren't on the other side of the sliding glass door, she would have finally found out if the second kiss was as good as the first.

She felt something cold touch her neck and startled a little. She tried to reach up to wipe whatever it was off, but she would have had to let go of Ben's hand and that was the last thing she wanted to do. Instead she tightened her grip. She knew she couldn't let go of his hand. The cold feeling didn't matter at all compared to that.

Neither did the scream of the first falling star as it burned through the air above them. A scream that sounded like words running together, over and over again.

She finally turned her head enough to look at him. But instead of the look she wanted, he just looked confused. He opened his mouth to say something, but his words were lost as the meteor hit the ground behind them with an ear splitting explosion. The table bucked under them and he was thrown into the air. She grabbed onto his hand as hard as she could, but it didn't matter. She felt each of his fingers as they slipped out of her grip.

He still looked confused as flew away from her and vanished into the night.

She tried to scrambled after him, but something was holding her down. She struggled against whatever it was, and the move made her head and stomach and leg all scream in pain. The stars were falling around her as burning purple streaks of energy that were so bright that they burned her eyes, but they didn't help her see him at all. "Ben!" She tried to shout after him as she reached out to where he had been.

She tried to scream for him, but she couldn't breath. Her lungs burned as she tried over and over again to suck in enough air to scream, but she couldn't breath. She reached out...

And a hand caught hers.

* * *

Her eyes opened and she was in a room that was almost completely dark except for the moonlight that was coming through the window in the ceiling. It wasn't much, but there was just enough light for her to see the silhouette of something hanging over her. A bit of it moved, and she realized that someone leaning on the ground next to her. "Ben?" She used the last little bit of air she had to ask. It was barely a squeak, but it left her head spinning.

"Gwen. Thank God, thank God," Grandpa whispered as he let go of her hand, lifted her up and hugged her. It wasn't a usual Grandpa hug. The best of those were so tight that it made her bones ache when he was done. This one was so gentle that she barely felt it, but it still hurt so bad that she would have gasped if she had any air left in her at all. She made a sick hollow sound in her throat and she would have clawed at it if her arms weren't trapped under her Grandfather's.

He looked terrified when he heard the noise she was making. He set her down and the second her arms were free her hands went to her throat. His eyes shot over to something that was lying on the counter and beeping next to her as he adjusted a small cylinder he had in his hand. She looked at it in a panic and recognized the hypospray. He shook his head, put the spray down and caught her hands in his. "Honey, look at me. Gwen. You have to calm down. You're having a panic attack. You have to calm down. Breath, honey. Breath"

She tried. Knowing the name of what was happening helped her remember what to do. This had only ever happened to her once before. It was right after her first summer with Ben. Marci and her lampreys thought it was funny to shove her into the maintenance closet and lock her in one day after school. They caught her by surprise because she'd been listening to her disc man instead of paying attention. She had screamed at them even as they laughed. She knew in her head that it was safe, that someone would be along soon enough to let her out, but it was so dark that for a second she felt the wildvines dragging her underground again.

The teachers found her a minute later when the closet door was knocked across the hall. For once, having the reputation of a karate expert paid off. Everyone believed her when she said she just gave it a little kick and the door came loose. No one had the nerve to ask why the door was smoking. No one asked, but no one ever did it to her again, either.

This didn't feel like that. She didn't feel cold then. She'd never felt cold and sweaty at the same time before. Her eyes darted around as she tried to find Ben. She saw Grandpa, but she didn't see him.

He would be here. He had to be here. Why couldn't she see him? She had to find him. That was the thought that letter her grab control of the panic. She forced the panic down and finally sucked in a breath. It stunk of fear and smoke and burnt insulation.

Something sparked in the wall down by her feet, and the smell of burning insulation got worse.

She took two deep breaths and groaned as her stomach pulsed with pain, but the dark spots left her eyes. "Where's Ben?" She asked. Her voice sounded rough to her ears, and there was an undercurrent of panic in her words that she refused to pay any attention to.

"You have to take it easy, honey. You were banged up pretty good. I've fixed the worst of it, but you can't -"

"Where's Ben?" Her eyes went to Grandpa's as she shivered.

The alien gizmo he was looking at didn't throw off much light, but there was enough to see the funny turn of his nose and the bruises already forming under his eyes. And to see the flash of panic in them. "I – I don't know. I can't find him. Did he, did he go alien? Do you remember? What was he doing before..?"

She shook her head. She didn't even have to try to remember. It all came back. "We – we were watching the news reports from Phoenix while you drove. We muted it so you wouldn't know. We didn't want you to worry."

She closed her eyes. They knew that it was Vilgax the second that they saw his ship hovering over the city on the news.

Vilgax, the monster who had started all of this. Their first enemy, and their worst.

The news anchors were frantic as they tried to keep up with all the reports of the dozens of drones that he had launched against the city. They saw dozens of attacks, and maps and warnings. The last report they had watched was a live video of a group of soldiers firing a missile at one of the walker drones. They hit it, and the explosion sent the machine stumbling against a building. For just one second, they wanted to cheer. Then the drone forced itself back up and turned to the soldiers and cameraman. The last shot had the legs of the cameraman as he tried to run away.

Then screen went to snow as the words 'signal lost' flashed.

"But we couldn't watch anymore. We had to go and help. I know you said to wait, that the three of us had to fight Vilgax together, but we couldn't." Gwen said, her voice was desperate to both explain and apologize. "We're good. I know that you said not to, but we've been heroing for years now by ourselves and we're good at it. Really good. We could have helped."

"I know, Gwen. I've known for a while now," he said as he brushed his hand through her hair. "We'll talk about it later. What happened to Ben?"

She felt a sick stab of worry. She knew that Ben always got blamed for things that they did together. When she was younger it was part of the fun, but not now. She had to make him understand. "We both decided. It wasn't just him. It wasn't his fault. We're a team now." Finally he nodded and she felt so relieved that she just wanted to close her eyes. To go back to sleep even though her heart was pounding. "He was standing up and dialing through the watch, looking for XLR8. I was just about to stand up when I saw...

"It was one of the flying drones. It was flying just over the roofs of the buildings next to us. I saw it turn its guns to us. I couldn't even scream. I couldn't even warn him. Or you. I just jumped across the table and grabbed his hand. He looked so confused." She had not even thought of using magic. It had happened so fast she had not thought of anything at all but protecting him.

"I was going to try to pull him into the booth next to me... But - but something hit the back of the Rust Bucket. Everything went crazy and he just slipped out of my hand. I saw him fly past me and he looked so confused." Her eyes burned but she didn't cry. "He needed me and I let him slip out of my hand." She forced her head up, even though the move made her temple explode in pain and her stomach burn.

"Where is he? Ben? Doofus? Doofus, this isn't funny!" She screamed and her voice echoed weirdly around them. She waited for him to jump out from behind Grandpa and laugh. But he didn't laugh. He could never let a joke go on this long without laughing. He would never do something this cruel. She couldn't see Ben, so she looked at her Grandfather. He would know. He had to know.

Grandpa had always been a mountain of a man. Not just because of his size, but because he was as calm and unchanging as any mountain. No matter how bad things got, he stayed steady.

Until now. For just one second she saw him break. He lowered his head and took a single breath that was just short of a sob before he looked up again. His voice was calm and collected as he shifted and slipped his arms under her knees and shoulders, but she could see the light from the alien device reflecting in the tears running down his cheeks. "We have to go. Vilgax will be here soon."

"No!" Gwen said and she shoved him away. "We have to find Ben. He NEEDS me. We're partners! He can't do this alone! We promised!"

"I'll find him once you're safe, Gwen."

"No. He needs me. He needs my help NOW."

Her Grandfather stopped. He reached up and ran his hand through her hair. "Gwen. I'll find him. If he's okay I'll bring him to you. I promise I will, but... but if he isn't. You shouldn't... That shouldn't be..." He hung his head and shook it. "Try to remember him like he was when you two were watching the stars. Remember that. Not..."

All she remembered was letting his hand slip out of hers.

"Why are you-!" She started to shout as she looked around the weird room they were in. Why did he want to move her again? Why didn't they just stay in the Rust Bucket to find Ben? Wh...

She stopped and looked around again. All of the weird shapes on the wall suddenly spun 90 degrees over and she knew where they were. She was looking up at the dining booth. The window over her head was the side window, and she was lying on the kitchen cabinets. There was a strap dangling from the seat over Grandpa's head...

Her seat belt. She remembered feeling it break now, right after it had dug so deep into her stomach that she thought it was going to cut her in half. She remembered that, but she didn't remember falling. The Rust Bucket had flipped over on its side.

She didn't remember feeling the Rust Bucket fall over, but she did remember the white flash of the stasis field kicking on. Grandpa had explained it once as an alien's version of an airbag. He'd tried it on the two of them once, just so they would know what it felt like. Or that's what he claimed at the time, but she always thought he just wanted a few minutes of peace and quiet.

But if they were in the Rust Bucket, then Ben had to be around here somewhere. It wasn't that big...

Except that the glass in the big side window over her head was gone. And so was the side door. How fast had they been going? She tried to remember. Grandpa had run the jets on the back of the Rust Bucket at full speed to get them here. They had still been roaring when...

How fast had they been going?

Because she was who she was, she knew the answer almost as fast as she asked the question. And her world went cold. "He slipped out of my hand," she whimpered and closed her eyes. "I tried to hold on. I did."

"I know you did, honey. I know that no one would have tried harder than you. You can't- it wasn't your fault. Did he - did he have a chance to change?"

Gwen shook her head and tried to remember. She'd seen him fly past her. She thought she saw a flash of light, but that might have been the stasis field kicking on. The alien tech was good, it saved her and Grandpa but it didn't stop everything. It couldn't stop something that was already flying. If she had held on, it might have been...

They were going to see the stars.

It was her fault.

He was... he was... The she heard the scream in her head again, the same one she heard in her dream as the meteor fell. Heard it repeat over and over again without end. She felt something burn in her chest and Grandpa jumped back as a violet energy surrounded her hands. She shoved her hands under her and pushed herself up. Her head and stomach and leg all complained, but they didn't matter.

Not to her, but Grandpa jumped forward as the alien device he had pointed at her started screaming. "Gwen, you have to take it easy. You're hurt." He grabbed her arm to try to hold her in place. She looked at him, and his eyes went wide with fear as he yanked his hand back.

The world glowed around her. She saw her home in the light for the first time since she woke up. It was torn apart, with their stuff spilled everywhere, but she could still see it as it was. As it had been during the happiest times of her life. Their entire first summer, their 11th birthday - it had been before either of their real parties, but it was just the three of them and it was her best birthday ever. She never told him that, why didn't she?

She knew at a glance that they would never be taking the RV for another road trip. Not even Grandpa could fix this. She let herself feel the loss for a moment, and then the Rust Bucket didn't matter either.

She held out her hand until it almost touched what had been the ceiling. The words came without hesitation and the runes burned themselves into the air. And then they burned through the steel. A second later a blast of air blew the section of roof away. She stepped out into the night.

And the stink of smoke got thicker and the sky around them glowed with fire. She knew that people needed their help. They needed help, but she had to find Ben first.

She'd promised not to go heroing without him, and she kept her promises.

She looked out over a half a mile of broken metal and glass and asphalt. The Rust Bucket has flipped over again and again, and each time it left more of itself behind. One side of the road was lined with businesses, the other by a strip mall that had half collapsed. Almost every building had their windows broken out. She looked at it all, and stopped at a loss. She had no idea where to start. The magic on her hands arced out, desperate to be used now that she had called it up, but she couldn't think of anything to use it on that would help.

Grandpa stepped out behind her as he threw the strap of the emergency kit over his shoulder and he frowned as he looked around. His eyes went to the sky, to Vilgax's ship. It still hung there, unmoving and uncaring even as the city under it burned. She thought about trying to tear it out of the sky and dozen spells flashed in front of her eyes, but it wasn't important. It would take too much time and effort if she could even do it at all.

Protect Ben first, then hero.

Grandpa shook his head and knelt down in front of Gwen. He looked in her eyes, and she saw something in them that made her flinch. "Gwen. If we're going to find Ben, you have to do it right now."

Gwen nodded as her eyes raced around the debris. What did he think she was doing? But there was so much stuff on the ground. He could be under anything. She took a step forward, ready to start running.

But he grabbed her arms and held her in place. "No. Listen to me honey. We don't have time to look. You have to find him."

"How?" She asked, and her voice shook against itself until it sounded like she had said the word a half a dozen times in the same moment. How could she find him if she didn't look?

"I don't know how it works, but you can find Ben somehow. I noticed it years ago when the Forever Knights caught Ben at the water park. All we had was half of a street name that could have meant four different streets that were scattered all across town from each other and you picked the right street. You didn't use the map, and you didn't guess. You just looked and knew what part of town he was in. You've done it again since then. At parks, at the mall, when you were fighting last year. I don't know how, or why, but you can do it. You have to do that right now."

She shook her head because she didn't know what he was talking about. It was just guesses. Lucky guesses by Lucky Girl. Guesses and the fact that she knew the Doofus. It wasn't anything special. She tried to concentrate, but her head ached and her mind kept circling through all the spells she had ever read to find one that would help. Usually, she could do it without the magic doing anything, but now she could feel it surge in her with every half thought word.

It had never felt like this before. Like a fire that she was just barely controlling.

"Just close your eyes and look."

"That doesn't make any sense!" she shouted, and again her voice repeated over itself. No sense whatsoever, but she didn't have any better ideas. So she closed her eyes. When she opened them again to complain about the wasted time the street in front of her glowed with little stars, all of them the same color of green as their eyes. Some as the stars were as small as a bit of sand and a couple over by the strip mall that were huge.

"He's everywhere," she said and smiled even as the scream in her head got louder. It was beautiful.

She felt her Grandfather rock back. "Wh-where's the closest..."

She looked around and saw a star glowing out of what had been the roof of the Rust Bucket. She pointed. Her Grandpa made a surprised noise and she almost fell when he pulled his hands away. She saw him hurry over and pull the star free.

He was holding a shard of blue diamond as long as a tent stake in his hand. The scream in her head slowed a little as she looked at it. "Diamondhead. He changed. He's okay."

"He's in trouble," Max said with a shake of his head, but he sounded like himself again when he was in a fight. Calm, determined and just a little angry. He looked up and down the ruined street and shook his head in confusion. "I was only out for a couple of minutes. How did all of this..."

"The little freak likes to break things," Gwen said. She felt light headed and giggled. "And so do I. Just a bit."

"Do you see anything that might tell us where he is?"

Gwen forced herself to focus. Most of what she saw was the size of the crystal or smaller, but there was a couple of big glowing green blobs, in front of and behind the strip mall. The still standing bit of it anyway. She nodded and hurried over. It only took a bit to get there, even though they were both limping.

It was half buried in dust, but Gwen recognized the crystal as soon as she saw it. It was Diamondhead's left arm. Someone had broken it off. Someone had hurt him.

She looked at it and heard something whine and thought for a second it was her, or Grandpa. Then Grandpa spun around and lasers shot out of the sleeves of his Plumbers uniform as he moved to shield her behind him. She turned and looked around him to see the drone that had attacked them earlier flying down the street at them. It must have been watching them this whole time. Watching and waiting.

It had hurt Ben, hurt Grandpa, hurt her. And destroyed their home.

She raised her hand, palm out, and said the word that had been itching in the back of her head for all of this time. Then a single rune burned in the air in front of her, it burned such a dark purple that it almost looked black. The drone was the size of a truck, bigger than anything she'd ever tried to catch before.

It didn't have a chance.

A sphere of magic surrounded the drone.. She felt it press against the magic. Felt it try to escape and she squeezed her hand into a fist. She could almost feel the alien metal in her hand, felt it straining against her grip. Its desperate screech filled the air, and she kept squeezing.

The alien machine had seen and withstood a thousand wars, but it had never tried to take Ben away from her before.

The magic screamed as it flowed out of the fire in her chest and through her head. Her head ached as she pushed every bit of magic into the bubble that the metal finally gave way. A second later the drone exploded. It exploded with such force that the magic sphere and ever last intact piece of glass in the area shattered.

The sky rained fire, but none of it touched her or Grandpa. The sphere had been too close to the explosion, but the shield she threw up now was strong enough to protect them. She opened her hand and gasped in pain. When she looked, the palm of her Plumber's uniform had burned away, and the skin under it looked sunburned.

It hurt, but it was beyond worth it.

She could feel the magic slipping away now even as she tried to hold onto it. Really big spells made her as tired as a day of karate practice, and she had never even tried a spell like that before. She wanted to curl up and go to sleep.

She wanted to, but she ignored that like she ignored everything else.

She blinked her eyes and the double vision was back. She could still see the green stars on the street, but they were more like dust now. She forced herself to stop looking at it and turn. She didn't see anything else until she looked behind the still standing bit of the strip mall where the other blob had been. If had not looked any bigger than the arm before, but now it burned like the sun.

She turned and ran. Grandpa called after her as he tried to keep up, but she couldn't wait for him. She ran right through the ruins of what looked like a comic book store and thought for just a second of checking to see if there was anything good in it. She stepped over what was still standing of the back wall and finally, finally, saw him again.

Ben was kneeling in what had been a small parking lot, with his head bowed, right next to a pile of crystals the size of a car. The Omnitrix was blinked yellow at his wrist for a moment before it went green. He must have just changed back. She spent almost half a heart beat to check to make sure it wasn't a trap before she started running to him. She was halfway there when the magic she'd been running on finally slipped away from her and the sudden loss almost knocked her to her knees.

Not that that would have stopped her. Right now she would have crawled if she had to.

"Ben!" She called as she limped the last twenty feet. He didn't move. She forced herself to move faster even as something cold settled on her insides. "Ben!"

"Doofus!" She dropped and slid in front of him. He was looking straight ahead. He wasn't even blinking. She touched him with her burnt palm, he felt cold and clammy and he flinched at her touch. He flinched and went white as his eyes spun over to hers. His eyes shined with that odd light.

"Gwen?" He asked, at first confused and then shocked before he wrapped his arms around her and squeezed. His hug hurt as much as Grandpa's had, but she wasn't going to say a word. She buried her face in his shoulder while he babbled in her ear. "I – the Rust Bucket – I tried to get back but – he said - and the explosion. I thought... I thought..." His voice kept catching at the last.

"Its okay, Doofus," she said as she hugged him back just as hard as she could. And for one second she believed that. For a second she didn't want to move ever again.

But she remembered Grandpa's worry about Vilgax. She had not gone through all of this just to lose him again. She tried to make herself let go, but she couldn't. Not yet. "We have to go. Grandpa thinks that Vilgax is..."

And he laughed the second she said his name. It was a cracked, crazy little laugh that he bit off so suddenly that she jumped. "He was right. Old me. It wasn't pleasant."

It only took her a second to remember meeting Ben 10,000. Going into the future was weird enough even for them that she remembered almost all of the day. Especially the cold way he said, 'The last time I saw Vilgax, I tore him to pieces. And it wasn't very pleasant for anyone.' Did he mean now? She remembered the pile of crystals behind her, and knew what was in it.

She thought they had changed...

It didn't matter. The future could wait.

"It's okay," she said.

He hugged her again, desperate and thankful, and this time so tightly that even if she was fine it would have hurt. She wasn't. Her stomach exploded in pain to remind her of that. She tried to keep from crying out, but it hurt too much.

The second the gasp left her Ben pulled away. He moved so fast that he almost knocked her over. She clutched at her stomach with one arm while she pushed herself back up with the other. His eyes were on her stomach until she looked up. His face broke out in a sweat when he saw her face. His hand darted up and shook as it touched her forehead. She gasped in pain and swatted it away. He looked at his fingertips and they were all stained by a wet red.

She heard his breath speed up and go shallow. "I'm okay, Doofus," she said. She reached out to touch him, because her touch always seemed to calm him down a little now, but he jumped back without saying a word. She felt the panic coming back because this wasn't him. "We're okay. You have to calm down. We're okay." If she said it often enough, maybe one of them would believe it.

She was about to call for her Grandpa when the thought made him appear. "She is, Ben," Grandpa said as he knelt down next to both of them. Neither of them had heard him come up, but Ben jumped like a mouse that had just seen a cat. "We're all okay. Thanks to you and Gwen."

Ben looked down and grabbed the back of his head with both hands.

Grandpa frowned and his hand went to the emergency kit. He opened it and pulled out the scanner. "I just have to check you over, Ben," he said in a calm, collected voice that made Gwen feel better just to hear.

"Why are you checking me?" Ben asked as he looked up and waved his stained glove over at Gwen. "Gwen's hurt! What's the matter with you? Help her!"

"I did," Grandpa said, still calm as he aimed the scanner at Ben and it started to beep a warning. "She's going to be fine, but you have to -"

Gwen nodded as fast as she could even though each one made her head explode and her words ran over Grandpa's as she said, "He did, Doofus. I'll be okay."

"Don't worry about me!" Ben said over the both of them. He shoved the scanner away from him and at Gwen. "She's hurt. She's bleeding! Help her!"

"Ben."

"I'm okay!"

"HELP HER!" Ben screamed so loud that his voice broke and he lashed out at Grandpa. His punches were wild, uncontrolled. If he had hit Grandpa anywhere else, the man wouldn't have even felt it, but his fist caught Grandpa right in his already broken nose.

Grandpa made a noise beyond pain as he dropped to the ground.

Ben froze for just a second, his face white, and Gwen grabbed him just to keep him from hurting Grandpa or her or himself. "Doofus!" She shouted at him, trying to get his attention, trying desperately to calm him down.

He yanked his arms free of her and spun to face her, his hands fists. He looked at her, but there was nothing in his eyes now but panic and guilt. She saw his mouth move as he kept repeating 'help her'' over and over again to himself. She had to stop him. This wasn't his fault, but she knew he would never believe that, that he would never forgive himself if he hurt her. He was too much of a hero to ever forgive himself.

She had to stop him. She him tense up and tried to call up the magic sphere, she said the words but nothing happened. Everything else she knew that could stop him would hurt him. She'd already hurt him so much already. She couldn't...

"Ben! Ben! Doofus! Please stop. Please. PLEASE!"

He froze and blinked. "You never say please," he said, and his voice sounded so achingly normal that she almost yelled at him for lying about her like that. He shook his head in confusion as he looked at her, and then at his fists. The second he realized what he'd been about to do he kicked away from her. His eyes darted between her and Grandpa, who was just now forcing himself back up, and he shook his head.

"He was right," Ben said as he looked right at her and for the first time he looked calm. She watched him reach over and touch the Omnitrix, watched his fingers go to the edge between the device and his skin and pull. "He was right. I have to take it off."

She'd asked him once if he had ever tried to just take the thing off. He said he did, when he first got it. That he had tried to do just this, but it had hurt so much that he stopped.

He wasn't going to stop this time.

She didn't have any more words left in her as she hurried over to him. He looked so betrayed as she ripped his hand off of the device, but before he could do anything else she threw her arms around him and held him as tight as she could. Tight enough that he had to know that she was there now.

Now.

She was there now, but not when it mattered. Not when it would have saved him from fighting Vilgax by himself. Not when he'd been forced to...

This was all her fault, she realized as she felt him start shaking. Or she was. Or they both were. If she'd just held on. If she had just been there when he needed her. They'd saved each other so many times before, why did she have to screw up now? He'd called her a hero just a few hours ago. Heroes didn't screw up. Her eyes burned as the tears finally started and the words she'd been repeating over and over in her head until they sounded like a scream finally slipped out. "I'm sorry, I'm sorry."

He didn't make any move to hold her or to get away. He just sat there and whispered, "I have to take it off," again to himself.


	22. Chapter 22: A Long Way From Home

Chapter 22: A Long Way From Home

Lili yawned as she made her way down the stairs in a desperate search for coffee. All she had on was a robe. One of the few good things about not having her daughter around during the summer was that she could get caffeinated before she got dressed.

One of the very few good things. It had only been a few days, but she missed her daughter.

Now that Gwen was gone, Lili missed all the little things that the two of them used to do. Especially how they used to sit down and plan out Gwen's days. It always made her feel so close to Gwen when they sat down and made the charts. All the little debates, the arguments, even deciding what color markers to use as they juggled activities. There were always so many activities. Gwen was always so curious, always finding something new to do. Dance, horseback riding, science clubs – well, class clubs of all kinds - and karate.

Karate was the only real surprise. Frankly she thought that Gwen would take one class then walk out because it was so... not her. Instead she loved it. That was the first time Lili ever wondered if she knew her daughter as well as she thought she did.

Three years later Gwen was still doing karate, but the charts were gone.

Sometimes it felt like Gwen was already gone, too. Like she had grown up and moved out and Lili never even noticed until it was too late.

"What's wrong?" Frank asked as he came down the stairs fresh from the shower and dressed for work.

"I'm just missing Gwen."

"Me too." Frank said. He smiled a little. "Do you think that she and Ben are driving Dad nuts yet?"

"Oh, yes."

Though, maybe not. Her nephew was finally starting to grow up. She loved him, but Ben was a brat when he was younger. Not that it was all his fault, of course. Sandra let him get away with far too much. If he had gotten even half of the guidance that Gwen had gotten... Well, he wasn't as smart as Gwen, but he was close. She saw so much wasted potential in him. If only Sandra had just pushed him a little bit more...

And maybe if she had pushed Gwen a little bit less...

She never noticed just how crowded those charts had gotten before something Sandra said finally made her look. No wonder Gwen looked so tired all of the time. No wonder Gwen didn't come to her anymore for help.

Gwen might not want her help anymore, but Lili still had to try. "I have to call Harvard today to see if they're still offering a summer tour for kids. I'm sure that your father would take her."

"No doubt," Frank said. His mouth twitched like it always did when he thought of something that he didn't think she would want to hear. "Isn't it a little early to worry about that? She's only twelve."

"It's never too early to think about her future," Lili said. She knew the second she first held Gwen that her daughter could have a glorious one, and everything Lili had done since was to make sure that she would. Gwen was already good at so much. She was in so many clubs that sometimes she pictured her daughter in the Oval Office. She shook the thought out of her head before her husband could see it in her eyes and start humming 'Hail to the Chief' again. "Aren't you worried?"

"About Harvard? Not yet. " Frank shrugged and looked uncomfortable. "Right now, I'm worried that this will be the summer she discovers boys and does something stupid."

Lili laughed out loud. "That's the only thing I'm not worried about. She has Ben with her, and he's even more overprotective than YOU."

Ben proved that weeks ago when Frank and she had taken the kids to the movies for their weekly Friday hangout and a couple of punks had made catcalls at Gwen. Her daughter didn't care in the least, but Ben got so angry that Lili was afraid that he was going to go after the idiots by himself. Thankfully, they took one look at him and ran off.

Lili didn't quite know when or why the two cousins had become friends, but it was nice to know that there was someone else watching out for Gwen. They balanced each other out so well. Ben finally had someone pushing him, and it seemed like he was the only one that Gwen could relax with. Well, him and her friend from school. Lili finished her first cup of coffee and got up to get a second. "I never thought I would say this, but I'm glad that Ben's started to hanging around over here. I'm going to miss seeing him tomorrow."

"Gwen is happier when he's around," Frank said as he walked up behind her. Lili let out a little squeak as he pulled her back and his hands went to the ties of her robe. "But they aren't around right now. And I don't have anything to do at work that can't wait until this afternoon."

His mouth went to the side of her neck and she grinned. This was the best part of Gwen being gone for the summer. "This afternoon?"

"Maybe tomorrow."

"You do feel a little warm," she said with a laugh. "But what about Harvard?"

"Gwen's got her whole future ahead of her. Harvard can wait a day."

To her surprise, she nodded. They kissed and had just made it to the bottom of the stairs when the phone rang. Neither cared all that much. Not when the tie finally came loose.

"Lili? Frank are you there?!" Sandra's voice came out of the answering machine. Lili was all set to ignore the call until later, but she never heard her sister-in-law sound so frantic. They both stopped in mid grope and stared at the phone. "Did Gwen call last night?! We can't reach them! Did-"

Frank hurried over and picked up the phone. "Sandra? Calm down, I can barely - No. No, she didn't call. We didn't really think she would. Why? Yeah, I think they do. I don't know how he would get to Aunt Vera's house without driving through..." Lili watched her husband stagger and grab the wall, but she didn't panic until he turned and she saw the worry eating at him. "What channel? Turn on the TV!"

Lili hurried over without worrying about her robe and grabbed the remote. It took her two tries to hit to on button. "What channel?"

"Just turn it on."

She did, and the remote slipped out of her hands.

* * *

Carl sat on the couch in front of the television with the remote in one hand and his telephone in the other while Sandy paced behind him. There were only two constants in his life right now. He never stopped clicking the remote, and the phone never rang.

"The attack lasted – Hundreds believed – President advises all non-essential - Military put on full alert – Emergency meeting – Protesters gathering outside of -"

He turned off the television one second before it would have driven him mad.

"Thank you," Sandy said with a faked calm that he knew came from her repeating mantras in her head over and over. "The stress wasn't helping anyone."

It only took a few seconds to realize that the TV might have been bad, but the silence was worse.

He picked up the phone and dialed Aunt Vera's again just to do something. He didn't expect it to go through this time any more than it had the last hundred. When it didn't, he would call everyone's cellphones again even though their voicemails were already full of frantic messages.

He didn't expect it, so the call went through.

"Carl? Is that you? I've been trying to call but I didn't know the phones were back," Max said after the second ring. His father sounded like he had a cold, but besides that he sounded normal. Not as cheerful as usual, but not panicked.

"Dad?" Carl said as he finally got to breath again. Sandy spun and raced to get the other phone. "Dad. Are you guys okay?"

"We're as good as can be expected," Max said. Carl thought he heard a pause in his father's answer, but it must have been the phone lines. There was a click as Sandy picked up the other phone. "The aliens didn't get anywhere near Vera's. Do you want to talk to Ben?"

"Hi Dad, Mom," Ben said a moment later in the exact same flat tone he used after a very bad day at school.

"Is everything okay, Ben?" Carl asked.

"Yeah."

Sandy broke in. "You aren't watching the news, are you? I know you like to, but you shouldn't. Not today."

It was one of Ben and Gwen's weirder hobbies. The two were obsessed with the news. To the point that they would even call each other up if they saw something interesting. It was an odd thing for a couple of twelve-year-olds to do, but it wasn't really a battle worth fighting.

"Can't. TV's broken," Ben said. His voice was still flat even though those two words usually sent him into a panic.

Carl felt a knot grow in his stomach. "Ben, tell me the truth. Are you okay?"

The line was quiet for a second. "I'm fine."

Carl's stomach tightened. Something had happened, but he didn't sound hurt. Neither did Dad. Sandy beat him to it, "What about Gwen?"

He heard Ben inhale quick followed by a clatter as the phone hit the ground. "Ben? Ben?" Oh, God. He put his head between his knees as he waited for the worst.

"Carl, Sandy?" Dad said as he picked up the phone.

"What happened to Gwen?" Carl asked.

Dad stayed quiet for a long time. "We were in a fender bender and Gwen got banged up a little. Everyone's going to be okay, but between that and what's happening the kids are a little shaken up."

* * *

"Stop lying to me!" Michelle shouted at her best friend in the world. She had to fight down the urge to throw the phone away. "Stop saying you're fine over and over and over again! Do you think that this is the first time I've gotten a call like this?"

This felt just like the call her Father had made three years ago. It was right after the news announced that his convoy was hit by rebels in some country whose name she couldn't remember except that it seemed to go on forever. He said the same words in the exact same only-half-there tone that Gwen was using now. And she believed him then. She didn't know any better until she heard her mom tell one of her friends that the whole time he was telling them he was fine he still had a bullet in his arm.

"I hate it when my father makes these calls. I know that he has to pretend because I'm his daughter and I have to pretend because he has more important things to worry about, but I hate it. I have to do it for him, but I can't... Craz – Gwen, just tell me what happened. Please."

Gwen was quiet for so long that Michelle was afraid that she'd hung up. Then she heard a rustle and she knew that Gwen was sitting down. "We were still in the city during the attack," she said, and her voice was very, very far away. She paused, and when she came back she sounded more like herself. "We were stuck behind some road construction when one of those drones flew by and blew up a building right next to us. It was... Grandpa gunned it and just we went through all of the cones. He didn't stop until we got to my aunt's house."

"But you're okay? You and Ben and your Grandpa?"

"We're..." Gwen's voice cracked. "We're here. The phones are still crazy. It might be a while..."

"Of course things are crazy, you're down there." Michelle said with a relieved laugh and wiped her eyes. "And thank you. Thank you for telling me the truth."

The lousy phone line chose that second to go out again.

* * *

Vera watched Gwen very carefully reach up and push the off button on the phone. She didn't fight when Vera took the phone out of her hand. "Is there anyone else you want to call?"

Gwen only answer was to put her head on her knees as she tried to tuck herself even deeper into the corner between the breakfast bar and the wall.

"Ben?" Ben didn't even turn. After he dropped the phone on his parents' call he went to sit on the couch and had not moved since. In a very sad way, this was progress. They were together in the same room at least.

Vera just wished she knew what had happened. Max told her what he knew, which wasn't very much, and neither of the kids would talk. Not even to each other. It felt wrong. After last night, after how she had seen them act on the picnic table with each other she'd been afraid that she would find them cuddled up together somewhere just for comfort.

Not all that afraid, at least as long as cuddling was all it was. She wouldn't have said a word. Not today.

She never expected this.

"If either of you want to talk," Vera said, desperate to be of some help, "I'm right here. Ben, I promise not to talk about bird calls. You can tell me anything. I swear. And you don't have to - " She caught herself before she said the word 'lie,' but they both heard it and flinched anyway.

They had made three phone calls that lasted maybe ten minutes all together, but Vera lost count of all the lies they told. But she wouldn't forget the pain she saw in their eyes as they told each one.

She knew that lying was a part of this life. Plumber training was basically lie early, lie often, and lie even more if you get caught, but Max...

Vera told her son the truth – mostly – about what she did as soon as she thought he was old enough to handle it. And he told Joel. And they told their wives. Not to get them involved – though that was a nice surprise - but for support. She still didn't understand why Max wouldn't tell Carl and Frank about everything, but he had friends he could talk to who were in the know.

He had her.

Who did Ben and Gwen have besides each other and their Grandfather? And if they couldn't talk to each other...

Max didn't want her to tell them, but he was outside right now. How could she expect them to talk if she wouldn't? Not that she would tell them everything, but.. "I know about the Omnitrix, you two, and the magic. And - " she caught herself. No. They should work out whatever was going on between them for themselves. Not hear it from her. Besides, what if she was wrong? "You don't have to hide anything from me if you want to talk."

It got their attention at least. "How?" Gwen asked, her voice cracking.

And Vera had to tell a lie of her own. "Mostly from your Grandfather. And from Gordon."

Gwen looked at her for another moment before she looked down, but Ben just shook his head at the whole idea and sank back down into the couch. Ben would never talk to her, but Gwen might. She let out a breath and hoped that telling them had been a good idea.

It looked like it was.

Unless this was just one more shock that they didn't need. They were still so pale. The alien medical nanotech they were both pumped full of did wonders - without it they would both be in the hospital. Ben for a few days, Gwen for weeks - but it could get overwhelmed. It very nearly was last night.

She never should have pushed Max into letting them help. They had almost...

Ben was alive because the Omnitrix decided to play nice for once, or at least that's how Max put it. She used the term miracle, but he wouldn't. The machine picked at the very last second the one alien form that had a chance of surviving being thrown to the road at three hundred miles an hour without destroying the Rust Bucket on the way out.

Gwen was still here because of an alien crash field, and even then she came out of it with a fractured leg, a concussion and a stomach so badly bruised that she shouldn't have been able to move, even with the nanites. Neither of them should have ever been able to do any of the things they did last night.

When she had finally gotten to that shopping center after the fighting was over there was a group of Plumbers already there to retrieve the Rust Bucket and Vilgax. She knew something was wrong when she saw the Plumbers glancing over at the two kids. She thought that they were worried about them until she saw the looks in their eyes.

Every last Plumber there was terrified. Terrified of two children who were sitting on top of a broken bit of wall and shivering together.

And the kids knew it.

She looked at the two of them and tried to think of something she could say or do that would help, but nothing came to mind.

Thankfully, Max always had a sense of timing. He came through the door with a big cardboard box in his hands. "Good news, guys. Our ride's lined up for tonight. Even better, Albright's brought us some treasure from the Rust Bucket. Looks like some good stuff, too. Come and get it," he said as he carried it over to the table.

Ben and Gwen stood up, and for the first time they actually looked - well, not happy, but at the very least interested as they walked up. Maybe she'd been wrong, Vera thought. Maybe they just needed something to focus on that wasn't last night. If so, she had a whole garage full of boxes they could go through. There was stuff out there that was strange enough to even get Ben's attention.

The two still didn't look at each other, but they stood so close together that they were almost touching. Gwen was the first to dive into the box, and she made a face as she pulled out a pile of Max's Hawaiian shirts. It was surprise more than anything that made her ask, "Won't anything destroy these?"

"Remember the one we tried to set on fire?" Ben asked a second later. His voice was rough and hesitant, but he talked.

"Wait, you did what?" Max asked, and he tried to sound outraged, but Vera saw him wink at her.

"We threw it right into the camp fire. When we came out the next day it was fine." Gwen gave the shirt a poke. "What are these things made of?"

"Style," Max said.

"That's what I thought when I bought you the first one," Vera said.

And Gwen gave her a horrified look. "This is your fault?"

Vera shrugged. "You didn't see him in polyester." That got the desired wince out of both kids.

"I like my shirts."

Ben ignored his Grandfather and asked, "What about the cooking?"

"What about the cooking? Mother taught us how to cook. Waste not -"

"-want not," Max finished. "And what's wrong with my cooking?"

"Nothing!" Ben and Gwen said together as they gave each other a look.

It was just for a second, but it was still enough for the knots in Vera's stomach started to untie. "Is there anything else good in there?"

Ben reached down and pulled out a couple of leather-bound journals. "I think these are yours, Dweeb."

Gwen nodded and looked surprised as she took them. The books weren't even scorched. She very carefully opened them and flipped through the pages. "They were in the back. I never thought that they would..."

"They must be lucky," Vera said. They were so lucky that it would take more than a missile and some fire to hurt those books.

Gwen even more carefully put them down. Ben sighed, but he waited for her to take her turn to search the box. She pulled out some electronic contraption that Vera had never seen before, but Ben's eyes lit up when he saw it. He pulled it out of her hands and pushed a button at the top. "Still has my saves and everything!"

After that the things got smaller. Max's old eagle scout compass, A small metal box that had a sticky note on it that read 'laptop hard drive', and a photograph of the three of them standing in front of the Rust Bucket as it was getting towed away. The kids were making faces at each other while Max stood there proudly. It was just slightly charred on one edge and Max immediately claimed it. Under that were pieces from board games, and at the bottom...

"My old tape recorder!" Ben said.

Gwen reached over and grabbed it. "You mean MY old tape recorder." It was so much like old times that Vera's eyes watered.

"So not!"

"Is too! I lost it years ago. I had to buy another one."

"If you have another one, then you don't need this one!"

Gwen rolled her eyes and sighed. "Fine. You can have it. Just let me make sure my old notes aren't on the tape." She was smiling just a little as her finger hit the play button.

And then Ben's voice said, "Gwen, you did a good job."

Even Gwen looked shocked when the recorder shattered against the wall. Then the shock broke and she collapsed. Vera knelt as quickly as she could to pull the sobbing girl to her. "Its okay, dear. Everything will be okay."

Ben stared down at them as every bit of life he'd gotten back in his face drained away. He reached out to touch Gwen's shoulder, but his hand just shook in the air just above her shoulder for a moment before he pulled it away. He hung his head and stumbled for the hallway. Just before he was out of sight Vera saw him turn and punch a hole through the wall. Then he was gone.

The noise snapped Max out of the daze he had been in. He hurried after Ben, calling his name the whole while, but it was too late. Vera heard a door slam shut.

The kids had been so close to – well, not being back to normal. That would have taken a lot longer, but they were at least seeing that normal was possible. To watch it all slip away...

Vera kissed the top of Gwen's head and gently rocked the girl back and forth as she kept repeating, "Its okay, Dear. Everything will be okay."

She prayed that she was telling the truth.

* * *

Max watched the blue starship drop out of the clouds without a noise. Where as Vilgax's ship had been all sharp angles, this one was graceful, like it belonged in the sky. "Are you sure you don't want to come with us, Vera?"

His sister shook her head. "Not this time, Max. Somebody's got to be here to pick you up when you get back." She gave the two kids hugs and pieces of hard candy before she walked across the desert sand to get back to her car.

There as only the slightest hum as the ship landed, and that noise was lost in the roar of jet engines as four fighter jets did a low fly by. The airlock door opened and Xylene stormed out even before the ramp was all the way down. All three of her eyes narrowed with rage as she walked up to Max and he tried to ignore how her blue scales caught the light. She was just close enough to human looking to be beautiful. "Your people have become very rude, Max. I was threatened thirteen times while I made my approach, even after I used all the codes you gave me. What happened?"

"Vilgax." That was all Max had to say.

Xylene stopped and the two tendrils that came out of the sides of her head quivered. "I have heavy weapons inside. Where is he?"

Max opened his mouth, but Ben beat him to it.

"Dead." It was the first time Ben had come out and said it. And then he added, "Except in the watch."

Max turned and looked at him. "What do you mean?"

Ben shrugged. "He grabbed the Omnitrix when I was... He grabbed it and it flashed yellow. That's what the yellow light usually means."

"Did you-" Gwen asked as she hugged at her middle. Max had checked the bruises on her stomach before they left Vera's. Even after a day, they were still an ugly purple. It must have been torture for her to wear a seat belt, but she never complained.

"No," Ben said. "Never. Even if I wasn't trying to take it off I would never be him. I'd delete him if I could. Let him stay dead."

Xylene looked at Max. "We've thought he was dead before. How can you be..."

"We're sure," Max said.

"I need more than that, Max. Do you have any idea how many people will doubt that he's gone? I need details."

Ben looked at the ground. "I can tell you what it looked like when the crystals started ripping out of him if you want. Or his last words."

Max's heart broke when he thought of what Ben had seen, but it was the last that made something itch in the back of his head. After Ben had accidentally hit him in the nose - he knew it was no accident, but he also knew it wasn't his grandson's fault and he would be damned if he let Ben blame himself for even a second - after the accident, when the pain was starting to go down to just blinding he had heard Ben saying something about... What was it? "What did he tell you?"

"He said -" Ben started, but he shook his head again and his voice choked up. "He didn't say anything. He just screamed and died."

"Ben?" Gwen asked. Max could barely hear the word, but he could hear the doubt in it.

But Ben shook his head and turned away from her, too. "No. It doesn't matter. Let's get this over with." He stomped up the ramp and disappeared into the ship. Gwen followed a second later.

Max watched them go and thought that they looked even more hurt now than they had before. He had hoped that the box of stuff from the Rust Bucket would have cheered them up a little. And it did, but he should have checked what was inside first. He should thrown out that damned recorder.

Ben and Gwen were so strong. They were the bravest people he ever met. He knew that they would get over this eventually. Hopefully.

"Was it his first kill?" Xylene asked.

Max nodded. He knew that was part of the problem, but not all of it. If they would just talk to him! All of their lives he had been the one they came to with their problems. Until now. He tried to think of what Vilgax might have said. A threat, no doubt. Or maybe he'd been gloating.

Gloating.

Vilgax told Ben that it was the Rust Bucket that blew up, not the drone. Ben thought that they were dead.

That's why he killed Vilgax. That's why-

Xylene let out a breath. "Mine was a civilian who ducked the wrong way. I still see him sometimes. Yours?"

Max blinked and lost his train of thought. "A rogue Fourarms. Second day on the job."

"Vilgax is really dead?"

"They are shoving the bits of him into different stasis pods, just in case, even as we speak."

"Good." She walked up the ramp and Max followed. He waved at Vera and waited until she drove off before he closed the ramp. Xylene looked at him. "A lot of people are going to call Ben a hero for this when I tell them. He's going to be famous."

Max shook his head. "Don't tell them it was him."

"But - "

"It would just make him a target."

"He already is. Just having the Omnitrix makes him a target..." She frowned and he could see the worry in her eyes. "If you didn't need help to fight Vilgax, why did you call me?"

"We need a ride."

Her three eyes went wide and she raised her hands. "No."

"You are the only one I know who might know where Azmuth is. He's the only one who can take that watch off. Unless you?"

"No. He never told me how. The little troll doesn't share much. And he isn't happy with me."

"I'll owe you one."

Xylene sighed and her tendrils hung flat as she repeated, "He's really dead?"

"He is."

"Then when we're done with this you and I are going to a bar and getting very, very drunk."

* * *

Gwen made the short walk out of Azmuth's laboratory and looked around. She spotted a rock a little way away from the entrance that looked like it would be comfortable enough to sit on. She walked through a field of little black plants that came up to her calves to get to it. It wasn't until she was half way through that she saw the way the light shined on their wet looking leaves.

It was like walking through a field of rainbows.

She sat down and watched everything. The sun was huge and high overhead. It burned with the same color as a sunset at home. It should have been hot under a sun that big, but the air was chilly. The clouds looked like pink cotton candy in the red light as they passed by.

It was her first alien world.

And her last.

It was over.

Ben looked so surprised when the Omnitrix came off. Like up until that second even he thought he was going to change his mind. If it wasn't for the white stripe around his wrist it would have been like the last three years had never happened. She hoped that it would tan soon, so that he wouldn't have the constant reminder.

The heroing was done.

They were a team. She knew that she could do it without him, just like she knew he could do it without her, but she wouldn't. She made a promise, and she made it for a good reason. It was too dangerous. They'd had too many close calls together.

One too many.

She was going to miss helping people.

Sleep would be possible again, though. Real sleep without having to worry about being woken up at all hours. School should be easier. Life should be easier.

The lies were done.

Just today she had lied to her parents when they had called frantic with worry after Vilgax's attack. They believed her when she said she was fine. That she was safe. They always believed her because they trusted her. They shouldn't. She hated lying, but she had gotten good at it over the years.

Except with Michelle, who didn't believe a word at first. Michelle went hysterical and Gwen almost told her everything then. About Phoenix, about Vilgax and the magic and the Omnitrix.

Almost.

Admitting that she was in the city during Vilgax's attack was easy. Making up the rest of it was hard. She didn't even remember what she said now, but she remembered Michelle thanked her for telling the truth after that. Her friend thanked her for lying to her. Gwen just hung up because she couldn't stand anymore.

She was tired of lying.

It had only been a few minutes but it was already starting to feel like a dream. The brave knight and the sorceress fighting together to protect people. Until it counted, anyway. Until it mattered. When it mattered, he was on his own.

They were over.

They had barely even started and they were over. She closed her eyes and put her face in her hands, but she didn't cry. She didn't want them to be over, but she didn't know how to fix this. He wouldn't even look at her, and she couldn't look at him. Every time she tried, all she saw was how much she had hurt him.

She hurt him over and over, in every way she could. Yesterday and today. She didn't mean to freak out about the recorder, but hearing his voice say that...

It had been one lie too many.

It had taken every bit of courage she ever had to ask him to come out here with her. To see just one star with her. And he didn't answer. He just stared at the Omnitrix in his hands.

They were over. She never even found the right word and they were done.

That's what she was afraid of anyway, what she was waiting to find out. She sat back up and took a deep breath and just looked as she waited to see if Ben would join her. The small moons that circled this world glowed in the sky when they rose.

She waited a very long time. She waited until she was sure that she had her answer.

And then Ben sat down next to her. He didn't say anything, but he didn't have to. He was there. That was enough. He looked at her and he gave her a very uncertain little smile.

She loved his smile.

She watched that smile and remembered the second yesterday when she thought she had lost him and her world went cold. Somehow he had gone from the most annoying thing in her world to her world.

And she had let him slip out of her hand.

He still had the Omnitrix in his. She looked at it and she knew that he was keeping it. That he would put it on again one day. It might be tomorrow or it might be years from now, but he would put it on again.

She reached for Charmcaster's old spell book and felt it still safe in her pocket. When he put the watch on again, she would be ready. She wouldn't let him down again.

Never again.


	23. Chapter 23: Twice Now

Chapter 23: Twice Now

July, 2000

"-clean up efforts continue in Phoenix, Arizona. City officials are hopeful that the last of the debris will be removed by the end of the month. In other news, vandals set fire to the First Contact museum in Washington D.C. Early damage estimates are in the millions and several artifacts have been reported destroyed. There are no suspects at this time. The only clue left behind was the message 'Remember Phoenix, Never Again,' which was written across the sidewalk in front of the building."

"Ben?"

"Yeah, Mom?"

"Sandra," his mom said out of habit as she walked up behind him. Ben could hear her digging around in her purse and got ready to help her go look for her keys. He was almost shocked when she grabbed them. She never had the keys where they were supposed to be. "Its time to – I wish that you wouldn't watch the news."

Ben shrugged.

His mom put her hand on his arm. "We're going to be late for your first day back in karate. You don't want to keep Gwen waiting, do you?"

Ben thought of Gwen and his stomach hurt, but he stood up anyway and started for the door. The back of his neck itched because he could feel his mom's eyes on him. She was always watching him now. Her and Dad. They had been ever since he got back weeks ago. They never yelled – not that they ever yelled all that much to begin with – or told him what to do. They let him stay up late and always seemed to want to hang out with him.

It was so weird that he spent most of his time in his room.

He just wanted things to go back to normal.

"For heaven's sake, Ben, turn off the television."

Ben rolled his eyes and walked back to get the remote. Well, not all the way back to normal.

"-asking for any information that could lead to the whereabouts of Ashley Adams, who disappeared after her parents were killed in a gang style -"

Ben stopped and turned to look at the picture on the news. The girl looked a little bit older than him. She had long blond hair and the kind of fake smile that only came with school photos. There was a caption on the bottom that said 'Atlanta Tragedy.' He read it and his left arm itched.

It would take a couple of recharges, but he could XLR8 it and be there in about an hour. All he had to do was go get Gwen and -

And he turned off the television and followed his mother out the door.

"You must be so excited to see Gwen today," his mother said as she tried to fill the silence with a nervous babble. "Carl and I were thinking that you could invite her over after class. Its been so long since we've had her over. It would be fun." She stopped and snapped her fingers as if she just had a thought, but he knew she'd been practicing all of this. "I know! She could sleep over! She can stay in the spare bedroom. That way you two can spend the whole day together tomorrow. I already talked to Lili and she said that it would be fine with them."

"Dad said okay?" Ben asked with some doubt. His voice cracked just a little and he made a face. It kept happening and he was so glad he wasn't in school right now. "After what happened? I thought that he..."

A couple of months ago, Dad threw a fit over Gwen coming over for a few hours. Now he said she could sleep over?

It felt like a trick.

"Carl was just being silly back then. He didn't mean anything by it," Mom said with a wave of her hand. She gave him a too wide smile. "What do you think? We could stop at the store and get all the processed sugar that you two can stand."

Ben gave his mother a look. "Are you feeling okay, Mom?"

Sandra nodded a little too much as they pulled into the parking lot of the dojo. "I'm fine, Ben. What do you think? I think you two would have a blast."

He thought, and as he did he looked out his window.

There was only a small class standing outside of the dojo. Most of the kids had gone away for the summer. Sensei had been thrilled when Ben and Gwen's parents had called to see if they could rejoin early. Thrilled, and then worried when he found out why.

It only took Ben a minute to figure out where Gwen was in the crowd. He glared at Paul's back until the boy stepped aside, and there she was.

It was the first time he had seen Gwen since they had gotten back from space. The last thing they did together was watch an alien sunset. The star as so big that it took forever for the thing to vanish under the horizon and neither of them had said a word. Or needed to. The three weeks since then was the longest time he had spent without seeing her since just after their first summer.

She stood there and he just looked at her.

Her hair was longer, he realized. Not by much, but it was longer than she had ever had it before. There were dark circles under her eyes and she looked skinnier, too. Skinny enough that he would have worried. He would have, but when he put on his gi an hour ago his pants had almost fallen off. If he took his mother up on her offer that problem would be solved for both of them.

He could see them doing it. Spending the whole night just playing video games and watching movies and eating junk until they were both sick and...

She would be close enough to touch. He never realized how often they touched each other until the last few weeks. The hugs were rare, but they were always touching each others arms, or hands, or sitting so close that he could feel her next to him. He missed the little touches and he wanted them back.

She would be close enough to...

He closed his eyes and saw blood covering her face again, just like he had every night since they fought Vilgax. He saw her lying on the couch in just the tank top and shorts that she had worn under her Plumbers suit. She had her tank top pulled up so Grandpa and Aunt Vera could work on the horrible marks across her stomach. They talked to her the whole while, talked and joked even as they pulled out more and more alien stuff out from where ever Aunt Vera had hidden it.

The more they talked, the more worried he felt and Gwen looked. Grandpa and Aunt Vera did all they could to help Gwen, and all he could do was stand there and watch.

He saw his hands in tight fists as she stared at him. It was the first time he had ever seen her look at him and be afraid. She had been so hurt, but he'd been about to hit her anyway. He had punched his Grandpa, a man who was closer to him than his father, and he had been about to hit her, too, and all he remembered was that he had to help her.

He watched her just collapse in horrible sobs at the sound of his recorded voice.

He watched the fireball go into the sky, and vines drag her underground.

He heard Vilgax snarl right after, before the fireball had even gone away, "They're dead. They're dead. You're dead. Your world is dead. You killed them all the moment you put on the Omnitrix." The moment he heard those words he knew they were true.

It happened every night. Over and over again.

He wanted to open the car door and run up to her and hug her as tight as he could just to know that she was still alive. And still a part of his life. It didn't matter that she was in the middle of a crowd. They could make fun of him for the rest of his life and it wouldn't matter.

He wanted to beg her to forgive him because he was always the one who charged in, but she was the one who always got hurt. Always.

Always.

He saw her turn and her eyes go wide when she saw him. Then she looked away. She couldn't even look at him. How could he ever expect her to forgive him?

"Can we go home, Mom?" He asked. His throat was so tight that he could barely force the words out. "I don't feel good."

And his mother just stared at him. "But, what about Gwen?"

The Dweeb was beyond annoying. Obnoxious and bossy and way too afraid to relax and have fun. She was beautiful. Smart. Brave, braver than him. She fought for so long without anything but some martial arts moves. She was the only person he ever met that was never boring. She was always aggravating, but never boring if only because annoying her was so much fun. She was the only one who he could fight with and actually talk to and her lips tasted like strawberries

They were going to see the stars.

And he just kept hurting her over and over again and he couldn't breath.

"Please?"

"Did you have a fight? Did she do something? Did she say something?"

"No."

"Is it because of the car accident?" That was the story Grandpa came up with to explain what had happened to them and the Rust Bucket. Their parents had been worried when he told them it was a fender bender, but when he brought them home and they found out the the Rust Bucket was totaled...

Ben had never seen his parents so mad. Or Gwen's. They yelled at Grandpa. They yelled and the man just stood there. He had called Grandpa a few times on the phone, but he hadn't seen him since.

"No." Ben closed his eyes. "Please."

"Then why? What happened? You've been so quiet since you've gotten home. Why won't you just tell me what's wrong?!"

Ben looked at her, but he didn't even know how to start. He wanted to tell her everything. All of it. How he and Gwen were heroes together. How she was so brave. How they had saved the world and saw alien stars. But if he did, Grandpa would get in trouble and he was already in so much trouble. If he told them, he would never see the man again. Him or Gwen.

But he had to say something. So he said as little as he could. "I just... after everything that happened I just don't want to fight anymore. I don't want to do karate anymore."

His mother stopped. She stopped and he knew that she believed him. Not only was it was true, but its what she wanted to hear ever since he started. He knew she hated how violent karate was. "Okay. Okay, but you have to do something. You can't mope around the house."

He knew it didn't matter to her, or to him, so he just said the first thing that came to mind. "Soccer tryouts are coming up soon."

"That sounds good." Mom said with a nod. "What about Gwen?"

"If I tell Gwen, she'll yell," Ben said. "And I really don't feel good."

Again, it was just enough of the truth that she believed him. So they drove home.

He thought of the Omnitrix on the drive back. It was hidden in the box under his bed with all of the rest of his souvenirs. Grandpa had told him that it was his choice to take the device off, and his choice if he ever wanted to put it back on. He had said that, but he made Ben keep the Omnitrix anyway.

Grandpa said that it was his choice, but Ben knew that Grandpa lied.

One day something would happen that would make him put the Omnitrix back on. Someone would get hurt, or the bad guys would come after them. One day something would happen, and he would be fighting again.

And so would Gwen.

He had already watched her die twice now, because of him.

He wouldn't let her down again.

Never again.


	24. Epilogue: Being There for Them

Epilogue: Being There for Them

July 28, 2000

Gwen picked at the hem of her t-shirt as she waited by the front door. "I don't feel good," she mumbled.

Her mother looked at her. Then she reached up and put her hand on Gwen's forehead. "You're not running a fever. And you felt well enough to go to hang out with your friend last night."

"I must have caught something over while I was over there. I thought her dad looked icky."

"If you did, it won't kill you in the next few hours."

"But..."

Her mother sighed and gave her a look. "Its your Grandpa's birthday, Gwen."

"I know." Gwen hung her head. The next words made her feel awful, but she said them anyway because they were the last chance she had to get out of this. To get away from Ben not looking at her. "But I thought you were still mad at Grandpa."

"Grandpa Max lied to us. I know he only did it so we wouldn't worry on that awful day, but he did." Lili looked out of the window that was built into the top of the front door and when she looked back down she looked embarrassed. "And I over reacted. We all did. We were worried sick already and when you all pulled up in Aunt Vera's car we took it all out on him. We've all apologized and worked it out, but even if we didn't - even if we didn't, I wouldn't keep him from seeing you. Especially not today. Besides, he's promised that he wouldn't do it again if you guys ever go on another road trip."

Another road trip? She wasn't worried about another road trip. She wanted this one back. She wanted...

"I can't imagine how you must have felt after the car accident, Gwen, and I wish so much that you would talk to me or your dad or your Grandfather about it," her mother said. "I do know you're tearing yourself apart because of it. I don't know why, but I know that you are."

Gwen was blaming herself because it was her fault. She'd thought of a dozen things since that night that she could have done that would have fixed everything if she'd just been faster, or stronger, or smarter.

And then her mother said something that made her stop.

"Ben's blaming himself, too, even worse than you are."

Gwen opened her mouth to deny it, that he was just mad at her, but the only thing that came out was a sob.

Her mother pulled her close and ran her hand through Gwen's hair as she repeated, "I know that you don't believe it, but he is. I still don't know why you two ended up being friends after all of these years, but you're such good ones now. And friends don't leave when things get bad. I know its hard , but you have to try. If for no other reason than the fact that school is coming up and he needs his best tutor back."

"He won't show up," Gwen said. She thought he would at the first karate class. She saw him, and she knew he saw her, but he just drove away.

"He'll show up today, I promise. He will if Carl and Sandy have to tie him to the seat," Mom said. "We all kept hoping that if we gave you two enough space that things would get better, but it didn't. All you did was hide all summer. You're better than that. My little girl has never hid from anything in her life. Except from spiders."

She laughed at the last and shivered at the image of the creepy little things. She started to say that she wasn't hiding, that she was just waiting for the guilt to go away, but she couldn't. She kept waiting, but it wasn't.

And she just felt guilty and lost.

She felt guilty, lost and alone. She used to be good at being alone, but she hadn't felt like that for so long that she'd forgotten how to deal with it. The other day she pulled out her old planner and markers and tried to plan out her weeks like she used to, but it didn't help. It just felt... pointless. She ended up just doodling all over the planner until the markers went dry.

"It'll be okay, Gwen. It'll only be for a few hours. You put up with Ben back when he was a lot worse for a whole summer."

"He wasn't-" She started to say he wasn't that bad, but he was. He was so bad that she wanted to strangle him half of the time, but only half. The other...

For once, her mother saw through a lie. She pulled away from her daughter and looked down at her with a smirk. "Gwen."

"I was pretty bad, too."

Her mother grinned. "You were horrible back then."

"I was not!"

"You were, but you were ten. Everyone is horrible when they're ten." Her mother looked at her and was quiet for a long moment. Gwen squirmed because she knew that her mom had the whole 'oh God, I remember holding you for the first time' look in her eyes right now. "You've both grown up so much since then. And you are both stronger than this. Stronger than some stupid car accident."

Gwen wished she was, but she heard the squeal of brakes outside and she still just wanted to run.

She wanted to, but she didn't.

She startled a little when Grandpa knocked, but the second the door opened she ran forward and hugged him so hard that he was actually knocked a step back. She had barely seen him since he brought them home and she missed him almost as much. "Well, my birthday's already off to a good start," he said as he hugged her back. "Hi Lili."

Gwen felt her mother lean over her to hug Grandpa, too. "Hi Max. Happy Birthday. It sounds like you found the new RV you were looking for."

"You did?" Gwen said. She let go of Grandpa and looked past him to see it. She imagined one of those fancy ones, with the internet and a whirl pool bath that was all slick and modern. That was not what she saw. "You got another Rust Bucket? You could have gotten a nice one!"

"Nah. The new ones have too many doodads. I like my home to have character."

"Is it - ?" her mom started to ask.

Max nodded. "I've gone over it twice, and so have a few of my buddies. It doesn't look like much right now, but everything is ship shape."

Her mother nodded and knelt down to give Gwen another hug. "Have fun. And tell Ben that we miss him. Tell him he can come over whenever he wants."

Gwen just nodded. He wouldn't come over. She knew he wouldn't even look at her because he still hated her.

If he didn't. He would have called. He wouldn't have...

"And don't forget to give your Grandpa his present," her mom said with a smile.

Gwen blinked in confusion before she realized. She picked up the new stew pot with a bow tied around it from off of the couch. "Happy Birthday, Grandpa."

He grinned as he took it. "I knew you liked my cooking."

"Its grown on me." Gwen said. Literally in some cases. Its been months since she had octopus, but she swore she still felt it inside of her stomach sometimes. Like right now. Grandpa put his arm around her and they walked out to the Rust Bucket together. She would have stopped a dozen times, but he wouldn't let her.

For a second she thought that Ben wasn't inside the new Rust Bucket. The Rust Bucket II. That he had avoided this too and she just wanted to...

Then Ben sat up from the dining booth and he looked at her. He looked tired, and thin and his hair was a mess even for him, but he was there. He wasn't even tied up. He was there and he didn't look away.

And, for once, neither did she.

She went and sat down across from him. She wanted to sit next to him, but her whole body felt as tight as a piano wire and she was afraid if she sat next to him she would snap.

He was there.

She didn't even notice the drive, even though it must have taken half an hour. One second she was in front of her house, and the next second they were next to the small pond where Grandpa Max had taught her to fish when she was five. It still looked just like she remembered it.

Grandpa stood up and walked back. He stood at the end of the table and just looked at her and Ben. She could tell that he was thinking about something, something big, but she had no idea what it could be. Finally he nodded to himself and said, "Thank you for the gifts, guys, but there's only one thing I want for my birthday." he said.

Gwen blinked and thought. She knew all of his cooking stuff was gone, and he loved to cook. She thought that the stew pot would be a perfect start to a new set. She looked over to make sure that he hadn't already gotten one, but the only thing she saw was the stew pot and a shiny new skillet. He didn't even have dishes yet.

"I told Mom we should have gotten you a new shirt," Ben muttered.

Grandpa grinned and shook his head. "No. You guys did good, but there's only one thing I want." He looked at the two of them, and he mouthed the word 'try' to them both. Then he looked out the side window. "Its been an age since I was here and there's something I want to check on. You guys talk, I'll be right back."

And then he left. He left them by themselves. For the first time since they watched an alien sunset, they were together.

"What did he want?" Ben asked as he watched the door close. "A waffle maker?"

"You are such a Doofus," Gwen said as she shook her head. She saw a spark of fire in his eyes and got ready for the name calling contest, but he didn't say a word.

If they couldn't even fight...

She looked at him. For two months now she had wanted to talk to him, but now she didn't know what to say. A part of her just wanted to keep saying I'm sorry over and over again, and the rest of her was just blank. A thought wriggled out of the nothing and she seized it up. "Dad said you made the soccer team."

Ben nodded, but he sounded bored when he said, "They're making me goalie."

"Good. You'll be go -" And the word caught in her throat. She couldn't do this. She couldn't sit here and lie. Not to him. "You don't even care about soccer."

He reached up and rubbed the back of his head, but he didn't meet her eyes. "Yes I -"

"You don't even care. You never talked about it at all," she tried to get control over her mouth because this was the first time they'd talked since forever and she was yelling at him and if she didn't stop he would walk away and... "You were good at karate. You went through all the belts that I did in half of the time."

He blushed. "I had a good teacher."

Her cheeks colored because she knew he didn't mean Sensei. Every time he had a problem with a move he came to her for help. He did what she said and never complained. When he finally got it right he always looked so happy, and she felt so proud. "You liked karate. You can come back. I know you can come back."

For a second he looked like he wanted to, but then he looked at her. "No."

"But why!"

"Because we would have to..." Ben's eyes looked panicked, trapped. He fidgeted like he was about to bolt. If he left... Then he closed his eyes and whispered. "I hit you. You were so hurt, and I..."

Gwen blinked in confusion and wondered for the first time how much he even remembered from his breakdown. "You didn't. You've never laid a hand on me. I promise, you didn't."

"That's not true. I put you on the mat twice."

It was a weak joke. And a weaker dodge. She was about to call him a Doofus, but she knew it wouldn't fit. Not now. "Ben. You didn't. I wouldn't have let you."

"You aren't that good."

"I so am."

Ben gave her a little nod and seemed to relax a little bit. Then he looked around and made a face. "This place doesn't feel right. Wanna go for a walk?"

She nodded because he was right. He stayed right next to her as they walked through the woods, but he didn't say a word. The place was still beautiful. They saw a rabbit, and there was a huge fish in the pond. She wondered if it was the first one she had ever caught. The one that Grandpa had talked her into putting back because it was such a small thing.

She had fought so hard to keep that fish.

Why did she fight so hard for a fish, but not for them? She could feel him slipping away from her even though he was right next to her. She had to try. So she finally forced herself to say the words. "I'm sorry."

And he stopped. He stopped and looked confused. "For what?"

"I'm sorry that I let you down. That I made you face that animal by yourself. If I had stopped that drone -" her voice caught.

"You're sorry?" He repeated and he looked away. She should have known it would take more than a half assed apology. "There wasn't anything you could have done."

"There was plenty I could have done!" She shouted at him. "I could have made a shield, or a tornado or a - "

"He was waiting for us. If it wasn't the drone it would have been something else," Ben said as he squeezed down on her hand. "He told me. He attacked the city just to lure us in. Lure me in. He was waiting and he was ready."

"I still could have..."

"It was all my fault"

And instantly she forgot her own guilt, just for a second. "What?"

"If I had just left the Omnitrix alone, he wouldn't have bothered with us. He wouldn't have attacked that city." Ben looked down at the pond.

"Vilgax was a monster. You aren't responsible for..."

"He only hurt you because of me."

"Ben - " she said as she tried to cut in, to take away the horror in his eyes.

But he just kept going. "I keep going through the fight in my head and I need a break. And soccer is... Its not bad. I just need to get away."

"Oh," Gwen said. What could she say to that? She shouldn't have pushed him about karate, but that was the only way they would spend any time together. She should have realized that he needed to get away from everything for a while. And if he needed time away from her, too, then...

"I need a break from fighting," Ben repeated, without looking at her. "But the soccer field is only a couple of miles from the dojo. And I checked the schedule, we're out a half an hour before you and Mom keeps saying that waiting a few minutes wouldn't be a problem."

She just stared.

He glanced at her, and then he looked down. "Yeah. I under..."

She jumped him with a flying hug before he could even finish the word and he wrapped his arms around her and they went down together in a tangle of limbs. He landed flat on his back, and she ended up on top of him. She felt his arms around her and was almost giddy. The guilt was still there, but just a couple of seconds it didn't matter. She finally had a way to start. For two months she'd been trying to think of a way to even start to fix things and here it was.

She felt something break in her chest and all of the sleepless nights hit her at once. She felt so tired that she closed her eyes and laid her head on his chest. She laid there and listened to his heart beat. She counted it and realized that it was speeding up. For some reason that fact made her happy.

She was just about to fall asleep when he asked, "Are you going to get up?"

He felt too warm under her for that to even be an option. "No."

"I could make you."

"No, you can't. You don't have the watch anymore." She winced when she realized what she had said and was about to apologize when he laughed.

"I don't need the watch to move a Dweeb," he said as his hands slipped from her back to her sides. They used to do this to each other all the time before they started school, and he still knew her worst spots.

"Don't you- !" She tried to scream, but she was too late. His fingers danced against her ribs and she exploded in laughter. She tried to roll away, but he followed. She tried to slap him away, but he just grinned. She tried to kick him away, and he just sat down on her hips to keep her pinned.

She was just about to beg him to stop when he did. She felt his fingers on her stomach, and she giggled a few more times before she realized that he wasn't trying to tickle her anymore. She looked down and realized that her shirt had ridden up in the struggle and her stomach was bare now. His fingers were just barely touching her as they moved over her skin. The last of the bruising had finally faded a few weeks ago and it looked normal. At least to her.

Ben wasn't smiling any more and his eyes were looking at something far away. "You almost... I thought I lost you. I saw the fireball and I thought..."

"I let you slip out of my fingers. I see it every night. I try harder every night to hold on to you and I can't."

"I wanted to talk to you. Every day," she heard the words, but she didn't know who said them. It didn't matter.

They sat like that for a long time as he kept looking for bruises that weren't there. Gwen looked up at him and whispered. "I'm fine. Everything's - "

His lips were on hers before the word ended. Their first kiss was hesitant and over almost before she knew it happened. Their second wouldn't end, and it seemed to say You're alive, you're alive, you're alive, thank God you're alive every time their lips met. Once he did he try to pull away, but she wasn't quite convinced that he was okay yet so she caught his head in her hands to hold him in place.

She heard a rustle in the bushes, but it didn't mean anything to her until she heard Grandpa say, "There you guys are."

And they jumped apart as they discovered bold new frontiers in blushing. Ben went scrambling back as she tried to yank the hem of her shirt back over her stomach. She was always so careful when they were together, because she knew that people wouldn't understand, that their families would tear them apart if they knew. She'd been so careful that only Michelle had ever noticed anything, and now...

She had almost gotten Ben back, she thought as she shared a horrified look with her cousin. She had almost gotten him back, she couldn't...

Not again.

"We were just playing around, Grandpa!" Ben said as fast as he could and she nodded as they climbed back up to their feet.

She expected to see horror on her Grandpa's face, or disgust as she waited for him to drag them back home and tell their parents and she would never see him again...

But instead her Grandpa was blushing and looking up at the clouds. He glanced down second later and let out a relieved sigh when he saw that they were both decent. "I brought you guys out here today because there's something I wanted to show you. Something I thought would help."

Gwen felt as confused as Ben looked as they followed their Grandpa through the woods. Grandpa didn't lead them back to the Rust Bucket II like she dreaded. Instead he lead them halfway around the lake to a tree. "It took me forever to find it. I was starting to think that it had gotten knocked down in a storm, or that I'd forgotten which one it was."

"It's a tree," Ben said in a flat voice. He might be busted and nervous, but he was still him.

"It's a nice tree!" Gwen added. Ben gave her a look and she just shrugged as they followed their Grandpa around the tree.

After a moment he started talking. "I used to bring your Grandma Verdona here. This was our favorite place to get away to whenever we had a chance. One day we did something a little silly. We had a bit too much sun and bee – lemonade to drink and, just for a few minutes, we forgot that we were both closer to forty than thirty and we acted like kids again."

Her and Ben walked side by side as they followed him. They stood so close that their hands brushed with each step. Grandpa stopped on the other side and reached up to touch something. Gwen followed his hand with her eyes and caught her breath and put her hands over her mouth as her eyes blurred. There was a heart carved in the tree, with an M and V carved inside of it.

Grandpa ran his hand over the V. "I was gone so much back then, but I thought I would always have time to make it up." He was gone for just a second. Gwen could see it in his eyes. She gave him a hug while Ben patted his back, but he didn't seem to notice. After a second Grandpa came back and turned to look at them.

Something in his eyes made them both her and Ben back up and reach for each others hand. There was no point in pretending any more.

For just a moment, there was doubt in Grandpa's eyes, but he shook it away. "I've watched both of you grow up. I've seen you at each others throats and risking your lives to save each other. And I've seen you both so happy and I hope the last few months are the worst you ever have to deal with. I've watched you both and..." And his voice failed him.

Grandpa reached into his pocket and pulled out the knife he had gotten when he had first joined the Air-force and had kept ever since. Once it had been painted and stamped with an Air Force logo, but that had all been brushed away years ago. "I carved that with this knife. It's still plenty sharp, and tree should last a long time."

Grandpa reached down and took their joined hands and slipped the folded up knife between them. He looked them both in the eyes and said, "Just promise me you'll be careful."

Gwen could only swallow and nod because she couldn't believe that he knew and he was okay with them.

"I'll be waiting back at the Rust Bucket. We have to head back soon for my birthday dinner soon." He looked at the two of them again and then he walked away.

Ben looked at her, and she looked back, but neither moved. They had danced around this for months. The dinner, the night under the stars, the kiss. No, they've danced around this for years now. Since their first summer together.

Ben looked down at the knife in their hands. "If we do this... If we do this it won't be a game anymore, will it?"

"No." Gwen as she looked over at Ben and remembered the last two years with him. The most terrifying and fun and thrilling and way too often stinky years of her life. For eight minutes she had seen her life without him, and what she saw scared her so much she hid for two months. She would still be hiding if it wasn't for their parents and Grandpa. She would have hidden for years without them. "No."

Ben looked at her and for the first time there was more than pain and guilt in his eyes. They were still there, just like she knew they were still inside of her, but there was more. He smiled as she nodded. Then he took the knife and opened it. The blade caught the sunlight as he turned and pressed the tip of the knife against the bark a foot under where their Grandpa had a long time ago.

"Let me do the letters," she said before he could get started.

"Stop being so bossy," Ben said, but he pulled the knife back.

"My handwriting is better than yours and you know it."

"That's not the same thing, Dweeb."

"Is too, Doofus," she said. "Both do half?"

He nodded and carefully carved out a G and a curved line around it before he handed over the knife. She pressed it to the bark and started carving the B.

To be continued in Ben 10: Breaking Point

* * *

Ben and Gwen explore their new relationship and struggle to overcome the trauma of Vilgax's final attack while enemies old and new search for them and the future shown by Ben 10,000 comes ever closer in Ben 10: Breaking Point

* * *

Authors note. Little Moments changed from what I had planned when I started the story. I had intended for it to be a bridge to Alien Force, but by the end I realized that the characters at the end of this story didn't match what they were in the beginning of Alien Force. So rather than trying to force Little Moments into the Alien Force mold, I rewrote the epilogue. There will be elements of Alien Force in Breaking Point, but it won't be a direct take off anymore. I want to apologize for anyone who was waiting to see my take on the Alien Force series.

I would also like to give a special thanks to Mr BG, Pyoko-chan and Porahgon-X for all of their advice. They added so much to this story. And to knife23, who was kind enough to recommend this story on tvtropes. And thank you to everyone who reviewed, it means a lot to me.


	25. Apologies and Announcements

Hi, everybody!

First of all, I want to say that I'm sorry that I've been gone for so long. I know that its been a long time, longer than I wanted, but I got stuck after the last chapter of Breaking Point and it took me until now to figure out what was wrong.

The next chapter of Breaking Point kept turning into walls of exposition because things that needed to get set up weren't. Some of it was because my plans for the story changed, some of it was because I was winging the last half of the story so I could put it out on a schedule, and some of it because I just thought of it or because reviewers gave me ideas that I'd like to use. Either way, I left things out. Important things.

Things like Gwen's parents, who need a lot more development than I gave them, and the Highbreed. I was planning on Breaking Point picking up after the episode 'What Little Girls are made of' so I didn't do much to set them up. I left it to the actual episodes and that was a mistake. I also left out Gwen's view on their first date. Also wrong of me.

So I've decided to go back to Little Moments and do a second draft to put in the details that the story needs. Some of the chapters won't change much, but some change a lot. Like chapter two, which I'm updating now.

Hopefully the new draft won't take long so I can get the story moving again. I'll add a notice so everyone gets a story alert as the new chapters go up and put a revision tag on the chapter title so people can see which are the updated versions. I want to thank Firiette for all the work she did proofreading the first version and Black Ahab for all the advice on dealing with writer's block.

Today I'm posting the new versions of chapter one and two, and I hope that you enjoy the new draft as much as the original. Again, I'm sorry it took me so long to figure out what was wrong.

PS

Also, I'm thinking about adding a FAQ section to either my notes or to the end of the story, so if anyone has any questions I'll be happy to answer them as long as it doesn't lead to spoilers.


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